10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT

TO SECTIONS 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

(X)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the fiscal year ended October 31, 2010

OR

(  )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934     
For the transition period from           to        

Commission File No. 0-2844 (Blue Ridge)

Commission File No. 0-2843 (Big Boulder)

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(Exact name of Registrants as Specified in their Charters)

Pennsylvania	24-0854342 (Blue Ridge) 24-0822326 (Big Boulder)
(State or other Jurisdiction of Incorporation or Organization)	I.R.S. Employer Identification Number:
P O Box 707 Route 940 and Moseywood Road Blakeslee, Pennsylvania	18610
(Address of Principal Executive Office)	(Zip Code)

Registrants’ telephone number, including area code: (570) 443-8433

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value, stated value $0.30 per combined share*

(Title of Class)

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.  Yes  ¨ No  þ

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Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨ No  þ

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  Yes  þ No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

     Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers or smaller reporting companies.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨                                                                            Accelerated Filer                   ¨

Non-Accelerated filer   þ (Do not check if smaller reporting company)                Smaller reporting company   ¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of Act).  Yes  ¨ No  þ

The aggregate market value of common stock, without par value, stated value $0.30 per combined share, held by non-affiliates at April 30, 2010 (the last business day of the registrants’ most recently completed second fiscal quarter), was $7,216,782.  Such aggregate market value was computed by reference to the closing price of the common stock of the registrants on the over-the-counter bulletin board on April 30, 2010.  There is no established public trading market for the registrants’ stock.

The number of shares of common stock of the registrants’ classes of common stock outstanding as of January 28, 2011 was 2,450,424.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrants’ 2010 Annual Report to Shareholders for the fiscal year ended October 31, 2010 are incorporated by reference into Parts II and IV hereof.

Specified portions of the registrants’ definitive Proxy Statement to be used in connection with its 2010 Annual Meeting of Shareholders (the “Proxy Statement”), to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent provided herein. Except as specifically incorporated by reference herein, the Proxy Statement is not to be deemed filed as part of this Annual Report on Form 10-K.

__________________

*Under a Security Combination Agreement between Blue Ridge Real Estate Company, Blue Ridge, and Big Boulder Corporation, Big Boulder (each referred to herein as a “Company” and together, the “Companies”) and under the bylaws of the Companies, shares of the Companies are combined into unit certificates, each certificate representing the same number of shares of each of the Companies.  Shares of each Company may be transferred only together with an equal number of shares of the other Company.  For this reason, a combined Blue Ridge/Big Boulder Form 10-K is being filed. Except as otherwise indicated, all information applies to both Companies.

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BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

ANNUAL REPORT ON FORM 10-K

For Fiscal Year Ended October 31, 2010

TABLE OF CONTENTS

Page

1

Item 1  Business

2

Item 1A  Risk Factors

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Item 2  Properties

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Item 3  Legal Proceedings

13

Item 4  Removed and Reserved

13

Item 5  Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

14

Item 6  Selected Financial Data

14

Item 7  Management’s Discussion and Analysis of Financial Condition and

Results of Operations

14

Item 7A  Quantitative and Qualitative Disclosures about Market Risk

14

Item 8  Financial Statements and Supplementary Data

14

Item 9  Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

14

Item 9A Controls and Procedures

14

Item 9B Other Information

15

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Item 10 Directors, Executive Officers and Corporate Governance

15

Item 11 Executive Compensation

15

Item 12  Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

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Item 13 Certain Relationships and Related Transactions, and Director Independence

16

Item 14  Principal Accounting Fees and Services

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Item 15  Exhibits, Financial Statement Schedules

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For convenience, references in this Annual Report on Form 10-K to “we,” “us,” “our,” and the “Companies” mean or relate to Blue Ridge Real Estate Company, Big Boulder Corporation and their subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are made based upon, among other things, our current assumptions, expectations and beliefs concerning future developments and their potential effect on us.  In some cases you can identify forward-looking statements where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,” “continue” or the negative of such terms or similar expressions.  All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimat ed revenue, projected costs, projected savings, prospects, plans, opportunities and objectives constitute “forward-looking statements,” including but not limited to statements regarding the conducting of future construction in phases and the use of profits of such construction; the effect of accounting policies on significant judgments; the materiality of current legal proceedings with which we are involved, the adequacy of our current insurance policies; retention of future earnings; our compliance with debt covenants; our timing in commencing new residential development projects; current and future real estate market in the Pocono Mountains; the timing and outcome of our planned land development; contributions to our pension plan; our issuance of options and recognition of compensation expense; our land development and infrastructure plans in and around Jack Frost Mountain and Big Boulder Lake and Ski Resort; payment of dividends to our shareholders; and our anticipated cash needs.

These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.  Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to:

·

Changes in market demand, weather and/or economic conditions within our local region and nationally, including changes in consumer confidence, volatility of mortgage interest rates and inflation;

·

The status of the current and future real estate market in the Pocono Mountains;

·

Borrowing costs and our ability to generate cash flow to pay interest and scheduled debt payments as well as our ability to refinance such indebtedness;

·

Our ability to continue to generate sufficient working capital to meet our operating requirements;

·

Our ability to obtain and maintain approvals from local, state and federal authorities for on regulatory issues;

·

Our ability to provide competitive pricing to sell homes;

·

Our ability to achieve gross profit margins to meet operating expenses;

·

Fluctuations in the price of building materials;

·

Our ability to effectively manage our business;

·

Our ability to attract and retain qualified personnel in our business;

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·

Our ability to negotiate leases for the future operations of our facilities;

·

Our relations with our controlling shareholder, including its continuing willingness to provide financing and other resources;

·

Actions by our competitors; and

·

Effects of changes in accounting policies, standards, guidelines or principles.

As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate.  Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.  In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.  

We may not update these forward-looking statements, even though our situation may change in the future.

We qualify all the forward-looking statements contained in this Annual Report on Form 10-K by the foregoing cautionary statements.

PART I

ITEM 1.  BUSINESS

Blue Ridge Real Estate Company

Blue Ridge Real Estate Company, or Blue Ridge, was incorporated in Pennsylvania in 1911 and is believed to be one of the largest owners of investment property in Northeastern Pennsylvania.  It owns 13,276 acres of land that are predominately located in the Pocono Mountains, along with 15 acres of land in various other states.  Of this acreage, 9,962 acres are held for investment, 3,128 acres are held for development and 201 acres are held for recreation.  Income is derived from these lands through leases, selective timbering by third parties, sales and other dispositions. Included in the properties owned by Blue Ridge are 7 acres of land held for investment and 86 acres of land held for development in Northeast Land Company; a commercial property comprised of 2.9 acres of vacant land; a shopping center with 9.4 acres of land; four residential investment properties; the Jack Frost National Golf Course; and th e Jack Frost Mountain Ski Area, which is currently leased to JFBB Ski Areas, Inc., an affiliate of Peak Resorts.  Blue Ridge also owns four retail stores, two of which are leased to affiliates of Walgreen Company on 3.4 acres, one of which is leased to Jack in the Box on 1.2 acres and one of which is leased to AmRest, LLC for the operation of an Applebee’s restaurant on 0.8 acres of land.  All of these investment properties are more fully described under Item 2 below.

Jack Frost Mountain Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1980 and commenced operations on June 1, 1981.  It was created to lease and operate the Jack Frost Mountain Ski Area and to provide certain services to other facilities, such as the Snow Ridge resort community, and to operate recreational facilities located within the Jack Frost Mountain tract. The lease between Blue Ridge and Jack Frost Mountain Company for the Jack Frost Mountain Ski Area was terminated on November 30, 2005. On December 1, 2005, Blue Ridge entered into a 28-year lease with JFBB Ski Areas Inc., an unrelated party and an affiliate of Peak Resorts, for the lease of the Jack Frost Mountain Ski Area.  Pursuant to the terms of this lease, JFBB Ski Areas Inc. operates the Jack Frost Mountain Ski Area and makes monthly lease payments to Blue Ridge during the ski season (January to April).  Leasing the ski facilities to JFBB Ski Areas Inc., as opposed to continuing to operate these facilities through one of our subsidiaries, has allowed us to focus additional resources on real estate development at our current and proposed resort communities.  Revenue generated by this lease is included in the Real Estate Management/Rental Operations business segment.

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Northeast Land Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1967. The primary asset of this subsidiary is 93 acres of land in Northeast Pennsylvania of which 7 acres are held for investment and 86 acres are held for development.  Revenue for Northeast Land Company is derived from property leases.  Effective October 1, 2006, Mountain Resort Villas, an unrelated party and an affiliate of Appletree Management Group, Inc. purchased certain property management and rental management contracts from Northeast Land Company.  Mountain Resort Villas currently leases certain buildings from the Companies for use in the operation and maintenance of Northeast Land Company’s former rental program. In April 2009, management closed the real estate sales office known as Jack Frost Big Boulder Real Estate located in our Blue Heron Community in Lake Harmony, Pennsylvania.  Effective April 24, 2009, the Companies signed an agreement with Pocono Resorts Realty, a well-known local real estate agency, pursuant to which Pocono Resorts Realty markets the Companies’ current home sale listings and the newly constructed homes at Big Boulder.  Northeast Land Company has no employees.

BRRE Holdings, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Delaware in 1986.  It was established for investment purposes.

Moseywood Construction Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in May 2003 and commenced operations in November 2003.  It was primarily focused on facilitating land development and expanding our real estate sales division.  Due to the downturn in the housing market, in July 2008 we stopped accepting new construction contracts for the Stoney Run Builders and Stoney Run Realty custom home division and closed the sales office located in Stroudsburg, Pennsylvania.  All of the signed contracts for custom built homes have been completed.

Coursey Commons Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge organized in Louisiana in May 2004, owns and leases the Coursey Commons Shopping Center, which is located on 9.4 acres of land in Baton Rouge, Louisiana.  Coursey Commons Shopping Center, LLC has no employees and is managed by Kimco Realty Corporation.

Boulder Creek Resort Company was incorporated in Pennsylvania in December 2004.  It was created with the ultimate goal of consolidating our branding and marketing our properties in the Pocono Mountains as a single resort destination.

Jack Frost National Golf Course, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in February 2005.  It operates the Jack Frost National Golf Course, which opened in the spring of 2007 and is managed by Billy Casper Golf, LLC, an unaffiliated third party.

Blue Ridge Acquisition Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in March 2006.  It was created to facilitate the acquisition of investment properties.

Flower Fields Motel, LLC, a wholly-owned subsidiary of Blue Ridge organized in Pennsylvania in September 2006, owns certain commercial property, which consists of 2.9 acres of vacant land.  It has no employees and is managed by Blue Ridge Real Estate Company.

Blue Ridge WNJ, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in New Jersey in May 2009 to own and lease a Walgreens Store in Toms River, New Jersey, which consists of 1.9 acres of land.  It has no employees and is managed by Blue Ridge Real Estate Company.

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Blue Ridge WMN, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in Minnesota in May 2009 to own and lease a Walgreens Store in White Bear Lake, Minnesota, which consists of 1.5 acres of land.  It has no employees and is managed by Blue Ridge Real Estate Company.

As of October 31, 2010, Blue Ridge employed 11 full-time employees, Moseywood Construction Company employed one full-time employee and Jack Frost National Golf Course, Inc. employed one full time employee in the food and beverage department of Jack Frost National Golf Course.  

Big Boulder Corporation

Big Boulder Corporation, or Big Boulder, was incorporated in Pennsylvania in 1949. Big Boulder’s primary asset is 865 acres of land, which includes a 175 acre lake, the Big Boulder Ski Area and the Boulder View Tavern (formerly known as the Mountain’s Edge Restaurant). Of the 865 acres, 450 acres are held for investment, 305 acres are held for development and 110 acres which constitute the Big Boulder Ski Area are held for recreation. The principal source of revenue for Big Boulder is the sale of residential homes and real estate in close proximity to the Big Boulder Ski Area.  The Big Boulder Ski Area is currently leased to JFBB Ski Areas, Inc.  Revenue generated by this lease is included in the Real Estate Management/Rental Operations business segment.

Lake Mountain Company, a wholly-owned subsidiary of Big Boulder, was incorporated in Pennsylvania in 1983 and commenced operations on June 1, 1983.  Lake Mountain Company currently leases the Lake Mountain Club which includes the recreational facility at Big Boulder Lake.  Effective March 30, 2007, we entered into a long-term lease for the operation of this facility with Appletree Management Group.  Revenue generated by this operation is now included in the Real Estate Management/Rental Operations business segment.

BBC Holdings, Inc., a wholly-owned subsidiary of Big Boulder, was incorporated in Delaware in 1986. It was established for investment purposes.

Big Boulder has no employees.

Strategy

Since the early 1980’s, we have developed five residential communities in close proximity to our Jack Frost Mountain and Big Boulder Ski Area resorts.  Our resorts are located in the Pocono Mountains of Pennsylvania, an area which offers year-round regional tourist appeal and a quiet, relaxing vacation environment.

We own 14,141 acres of land in Northeast Pennsylvania along with 15 acres in various other states.  Of these land holdings, we have designated 10,412 as held for investment, 3,433 acres as held for development and 311 for recreation.  It is expected that all of our planned developments will be subdivided and sold as parcels of land, while others will be developed into single and multi-family housing.

The real estate industry is cyclical and is subject to numerous economic factors including general business conditions, changes in interest rates, inflation and oversupply of properties.  Any sustained period of weakness or weakening business or economic condition in the markets in which we currently operate or intend to do business or in related markets, such as those we have experienced, will impact the demand for the type of properties we intend to develop.

We maximize the value of our land holdings through recreational land leases for hunting and fishing.  We are entertaining negotiations on the sale of bulk land tracts.

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Business Segments

We currently operate in two business segments, which consist of Real Estate Management/Rental Operations and Land Resource Management.  Our business segments were determined from our internal organization and management reporting, which are based primarily on differences in services.  Financial information about our segments can be found in Note 15 to our audited financial statements.  We previously operated in three business segments, the third being Summer Recreation Operations.  Effective April 30, 2010, results of operations for the golf course were reclassified to the Land Resource Management segment from the Summer Recreation Operations segment.  The Summer Recreation Operations segment no longer exists as a result of the reclassification.  Certain amounts in the Fiscal 2009 combined financial statements have been reclassified to conform to the Fiscal 2010 presentation.

Real Estate Management/Rental Operations

Real Estate Management/Rental Operations consists of: investment properties leased to others located in Northeastern Pennsylvania, Colorado, South Carolina, New Jersey, Minnesota, Louisiana and Texas; recreational club activities; services to the trusts that operate resort residential communities; sales of investment properties; and rental of land and land improvements, which includes the leasing of our Jack Frost Mountain and Big Boulder Ski Areas.

Land Resource Management

Land Resource Management consists of: land sales; land purchases; timbering operations; the Jack Frost National Golf Course, which is managed by Billy Casper Golf, LLC, an unaffiliated third party; and a real estate development division.  Timbering operations consist of selective timbering on our land holdings.  Contracts are entered into for parcels that have had the timber selectively marked.  We rely on the advice of our forester, who is engaged on a consulting basis and who receives a commission on each stumpage contract, for the timing and selection of certain parcels of land for timbering.  Our forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  The real estate development division is responsible for the residential land development activities which include overseeing the construction of single and multi-family ho mes and development of infrastructure.

Funds expended to date for real estate development have been primarily for infrastructure improvements and home construction in the Laurelwoods II and Boulder Lake Village communities.  Construction of four duplex homes in Laurelwoods II has been completed, and several condominium units within Building J at Boulder Lake Village on Big Boulder Lake, an 18-unit condominium, have been completed as well.  Other expenditures for our development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.

Competition

Our Real Estate Management/Rental Operations segment faces competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire.  Any new competitive properties that are developed close to our existing properties may impact our ability to lease space to creditworthy tenants.  Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make or may also have a downward impact on rental prices, which could adversely affect our results of operations.  

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Planned Real Estate Development

We have constructed 22 of 23 planned single family homes and eight of 44 duplex units in Phase I and Phase II of the Laurelwoods II community. In addition, we have constructed 18 of 144 planned condominium units at the Boulder Lake Village on Big Boulder Lake condominium community.  Of these projects, all of the single family homes, four of the duplex units and three of the condominium units have been sold.

Due to the sustained weakness of the housing market nationwide, we continue to monitor the progress of residential home sales within the Northeast region.  We do not intend to start any new residential development projects until the market stabilizes.

For the fiscal year ended October 31, 2011, or Fiscal 2011, we intend to continue selective sales of land, some of which may be treated as 1031 tax deferred exchanges under the Internal Revenue Code of 1986, as amended.

We are also taking various steps to attract new home and land sale customers.  For example, purchasers who want to purchase newly constructed duplex homes in our Laurelwoods II community development and can make a down payment of at least 20%, have the option of financing their mortgage through Big Boulder Corporation with interest only payments for five years.  We are also offering to the purchasers of the Laurelwoods II duplex townhomes and Boulder Lake Village condominiums prepaid dues for a one year membership with the Lake Mountain Club and complimentary passes to the Jack Frost National Golf Course.  We are also offering to pay six months of homeowner’s association fees on behalf of any current homeowner in the Blue Heron, Midlake Condominium, Laurelwoods Community and Snow Ridge Village developments that provide a purchaser referral which results in the sale of an existing Laurelwoods II duplex h ome.  We are also offering financing opportunities for the purchase of selected tracts of land.

We also continue to generate revenue through the selective timbering of our land.  We rely on the advice of our forester, who is engaged on a consulting basis and who receives a commission on each stumpage contract, for the timing and selection of certain parcels of land for timbering.  Our forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  Our forester has completed an inventory of our timber resources to aid us in considering valuations before entering into future timber agreements.

Executive Officers of the Registrant

Name and Title	Age	Office Held Since
Patrick M. Flynn      Chief Executive Officer and President	34	2001
Eldon D. Dietterick      Chief Financial Officer and        Executive Vice President/Treasurer	65	2001
Richard T. Frey      Vice President	60	2001

Patrick M. Flynn has served as President and Chief Executive Officer of Blue Ridge and Big Boulder since October 2001.  He has served as a Managing Director of Real Estate at Kimco Realty Corporation since May 2001.  Prior to joining us, from June 1995 to May 2001, Mr. Flynn was a consultant at MIT Consulting.  

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Eldon D. Dietterick has served as Executive Vice-President and Treasurer of Blue Ridge and Big Boulder since October 2001.   He has served as our Chief Financial Officer since 2001.  He has been employed by Blue Ridge and Big Boulder on a full-time basis since January 1985 in various other capacities.  Prior to his appointment as Executive Vice-President and Treasurer, Mr. Dietterick served as Secretary and Treasurer of Blue Ridge and Big Boulder from October 1998 until October 2001.

Richard T. Frey has served as Vice-President of Blue Ridge and Big Boulder since October 2001.  From 1992 until October 2001, Mr. Frey was employed as our Director of Food Services at both the Jack Frost Mountain and Big Boulder Ski Areas.

The executive officers are elected or appointed by our board of directors to serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal.

ITEM 1A.  RISK FACTORS

Our business faces significant risks. Some of the following risks relate principally to our business and the industry and statutory and regulatory environment in which we operate. Other risks relate principally to the securities markets and ownership of our stock. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline.

Risks Related to Our Business and Our Industry

We are exposed to risks associated with real estate development.

We have extensive real estate holdings near our mountain resorts and elsewhere in the United States.  The value of our real property and the revenue from related development activities may be adversely affected by a number of factors, including:

·

unexpected construction costs or delays;

·

government regulations and changes in real estate, zoning, land use, environmental or tax laws;

·

attractiveness of the properties to prospective purchasers and tenants;

·

local real estate conditions (such as an oversupply of space or a reduction in demand for real estate in an area);

·

competition from other available property or space;

·

potential liabilities under environmental and other laws;

·

our ability to obtain adequate insurance;

·

interest rate levels and the availability of financing; and

·

national and local economic climate.

A continued downturn in the demand for residential real estate, combined with the increase in the supply of real estate available for sale and declining prices, will continue to adversely impact our business.

The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in regional and national economic conditions.  The United States housing market has suffered a dramatic downturn since July 2007.  The collapse of the housing market has contributed to the current recession in the national economy, which exerts further downward pressure on housing demand.  As a result, the

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supply of existing homes for sale has risen nationwide.  Resort vacation unit rental and ownership is a discretionary activity entailing relatively high costs, and a continued decline in the regional or national economies where we operate could adversely impact our real estate sales and revenues.  Accordingly, our financial condition could be adversely affected by a continued weakening in the regional or national economy.

If the market values of our home sites, our remaining inventory of completed homes and other developed real estate assets were to drop below the book value of those properties, we would be required to write-down the book value of those properties, which would have an adverse affect on our balance sheet and our earnings.

We have owned the majority of our land for many years, having acquired most of our land in the 1960’s.  Consequently, we have a very low cost basis in the majority of our land holdings.  We have subdivided and developed parcels with infrastructure improvements and also constructed a golf course and clubhouse, which required significant capital expenditures.  Many of these costs are capitalized as part of the book value of the land development.  Adverse market conditions, in certain circumstances, may require the book value of the real estate assets to be decreased, often referred to as a “write-down” or “impairment.”  A write-down of an asset would decrease the value of the asset on our balance sheet and would reduce our earnings for the period in which the write-down is recorded.

During 2010, we recorded total asset impairment costs of $2,376,000 which primarily related to the write-down of capitalized costs of certain projects and the impairment of three parcels of land, all of which were acquired in Fiscal 2006, due to current market conditions.  If market conditions were to continue to deteriorate, and the market values of our home sites, remaining homes held in inventory and other land developments were to fall below the book value of these assets, we could be required to take additional write-downs of the book value of those assets.

If we are not able to obtain suitable financing, our business and results of operations may decline.

Our business and earnings depend substantially on our ability to obtain financing for the development of our residential communities, whether from bank borrowings, public offerings or private placements of debt or equity.  Our revolving credit facilities mature in September 2012 and approximately $19,725,000 of our long term debt becomes due and payable at various times from July 2011 through August 2031.

If we are not able to obtain suitable financing at reasonable terms or replace existing debt and credit facilities when they become due or expire, our costs for borrowings will likely increase and our revenues may decrease, or we could be precluded from continuing our operations at current levels.

If our net worth declines, we could default on our revolving credit facilities, which could have a material adverse effect on our financial condition and results of operation.

We have two revolving credit facilities available to provide a source of funds for operations, capital expenditures and other general corporate purposes.  The credit facilities contain financial covenants that we must meet on an annual basis.  These restrictive covenants require, among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies did not meet the required debt service coverage ratio at October 31, 2010 and 2009 and have obtained waivers from the Bank for this covenant.  Future compliance with this covenant will be challenging if we continue to experience significant operating losses, asset impairments, abandonments, pension plan losses and other reductions in our net worth.

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If we do not comply with the financial covenants, and cannot obtain covenant waivers from the Bank, we could have an event of default under our credit facility.  There can be no assurance that the bank will be willing to amend the facility to provide for more lenient terms prior to any such default, or that it will not charge significant fees in connection with any such amendment.  If we have borrowings under the facility at the time of a default, the bank may choose to terminate the facility or seek to negotiate additional or more severe restrictive covenants or increased pricing and fees.  We could be required to seek an alternative funding source, which may not be available at all or available on acceptable terms.  Any of these events could have a material adverse effect on our financial condition and results of operations.

Competition and market conditions relating to our real estate management operations could adversely affect our operating results.

We face competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire. Any new competitive properties that are developed close to our existing properties also may impact our ability to lease space to creditworthy tenants. Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make or may also have a downward impact on rental prices. Any unbudgeted capital improvements could adversely affect our results of operations. Also, to the extent we are unable to renew leases or re-let space as leases expire, it would result in decreased cash flow from tenants and could adversely affect our results of operations.

Our retail properties are subject to adverse market conditions, such as population trends and changing demographics, income, sales and property tax laws, availability and costs of financing, construction costs and weather conditions that may increase energy costs, any of which could adversely affect our results of operations. If the sales of stores operating at our properties were to decline significantly due to economic conditions, the risk that our tenants will be unable to fulfill the terms of their leases or will enter into bankruptcy may increase. Economic and market conditions have a substantial impact on the performance of our anchor and other tenants and may impact the ability of our tenants to make lease payments and to renew their leases. If, as a result of such tenant difficulties, our properties do not generate sufficient income to meet our operating expenses, including debt service, our results of operations w ould be adversely affected.

Our business is subject to heavy environmental and land use regulation.

We are subject to a wide variety of federal, state and local laws and regulations relating to land use and development and to environmental compliance and permitting obligations, including those related to the use, storage, discharge, emission and disposal of hazardous materials.  Any failure to comply with these laws could result in capital or operating expenditures or the imposition of severe penalties or restrictions on our operations that could adversely affect our present and future resort operations and real estate development.  In addition, these laws and regulations could change in a manner that materially and adversely affects our ability to conduct our business or to implement desired expansions and improvements to our facilities.

We are subject to litigation in the ordinary course of business.

We are, from time to time, subject to various legal proceedings and claims, either asserted or unasserted. Any such claims, whether with or without merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. While management believes we have adequate insurance coverage and accrued loss contingencies for all known matters, we cannot assure that the outcome of all current or future litigation will not have a material adverse effect on us.

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Implementation of existing and future legislation, rulings, standards and interpretations from the FASB or other regulatory bodies could affect the presentation of our financial statements and related disclosures.

Future regulatory requirements could significantly change our current accounting practices and disclosures. Such changes in the presentation of our financial statements and related disclosures could change the interpretation or perception of our financial position and results of operations.

If we are unable to retain our key executive personnel and hire additional personnel as required, our business and prospects for growth could suffer.

We believe that our operations and future development are dependent upon the continued services of our key executive personnel.  Moreover, we believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management employees.  If one or more members of our management team or other key personnel become unable or unwilling to continue in their present positions and if additional key personnel cannot be hired as needed, our business and prospects for growth could be materially adversely affected.

The cyclical nature of the forest products industry could adversely affect our timbering operations.

Our results of operations are affected by the cyclical nature of the forest products industry.  Historical prices for logs and wood products have been volatile, and we, like other participants in the forest products industry, have limited direct influence over the time and extent of price changes for logs and wood products. The demand for logs and wood products is affected primarily by the level of new residential construction activity and, to a lesser extent, repair and remodeling activity and other industrial uses. The demand for logs is also affected by the demand for wood chips in the pulp and paper markets. These activities are, in turn, subject to fluctuations due to, among other factors:

·

changes in domestic and international economic conditions;

·

interest rates;

·

population growth and changing demographics; and

·

seasonal weather cycles (e.g., dry summers, wet winters).

Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This results in lower revenues, profits and cash flows in our Land Resources Management segment. In addition, industry-wide increases in the supply of logs and wood products during favorable price environments can also lead to downward pressure on prices. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices.

Risks Related to Our Common Stock

The exercise of outstanding options may dilute your ownership of our common stock.

As of January 31, 2011, options to acquire 43,000 shares of our common stock were outstanding; substantially all of which are exercisable at per share prices ranging from $37.80 to $39.00, with a weighted average exercise price of $38.40.

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We do not expect to pay dividends on our common stock.

Although we have previously declared and paid dividends on our common stock in the past, we do not anticipate declaring or paying any dividends in the foreseeable future. We plan to retain any future earnings to finance the continued expansion and development of our business. As a result, our dividend policy could depress the market price for our common stock.

We are effectively controlled by Kimco Realty Services, Inc., and other shareholders have little ability to influence our business.

As of January 28, 2011, Kimco Realty Services, Inc., a wholly-owned subsidiary of Kimco Realty Corporation, owned at least 1,425,154 shares, or approximately 58% of our outstanding voting stock. Kimco Realty Services is able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate actions, such as mergers and other business combination transactions.  This concentration of ownership may also have the effect of delaying or preventing a change in control over us unless it is supported by Kimco Realty Services.  Accordingly, your ability to influence us through voting your shares is very limited.

Mr. Michael J. Flynn, the Chairman of our board of directors, was also President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation until his retirement on December 31, 2008.  In addition, Mr. Patrick M. Flynn, who serves as one of our directors and is our President and Chief Executive Officer, is a Managing Director of Real Estate at Kimco Realty Corporation.  Finally, Mr. Milton Cooper, who serves as one of our directors, also serves as Chief Executive Officer and Chairman of the board of directors of Kimco Realty Corporation.

Our common stock is thinly traded. Our stock price may fluctuate more than the stock market as a whole.

As a result of the thin trading market for our stock, its market price may fluctuate significantly more than the stock market as a whole or the stock prices of similar companies.  Of the 2,450,424 shares of our common stock outstanding as of January 28, 2011, approximately 42% of such shares are beneficially owned by persons other than Kimco Realty Services, our controlling shareholder.  Without a larger float, our common stock will be less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices for our common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger.

Our shareholders may perceive a conflict of interest because we do not currently maintain a fully independent audit committee.

Our audit committee is made up of three individuals: Bruce F. Beaty, Patrick M. Flynn and Michael J. Flynn.  Mr. Beaty is the only independent member of the audit committee.  Mr. Patrick Flynn is our President and serves as a member of our board of directors and is also employed by Kimco Realty Corporation, the parent company of Kimco Realty Services, Inc.  Although we are exempt from regulations mandating an independent audit committee, our shareholders may perceive a conflict of interest because of the nature of the relationships of certain members of the audit committee.

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ITEM 2.  PROPERTIES

Blue Ridge Real Estate Company

The properties of Blue Ridge and its subsidiaries consists of 13,276 acres owned by Blue Ridge, Northeast Land Company, Coursey Commons Shopping Center, LLC, Flower Fields Motel, LLC, Blue Ridge WNJ, LLC and Blue Ridge WMN, LLC.  These properties include the Jack Frost Mountain Ski Area, which is leased to JFBB Ski Areas, Inc., an affiliate of Peak Resorts, Jack Frost National Golf Course, a commercial property comprised of 2.9 acres of vacant land, one shopping center, four residential investment properties, a sewage treatment facility, a corporate headquarters building and other miscellaneous facilities.  Blue Ridge also owns four retail stores, two of which are leased to affiliates of Walgreen Company, one of which is leased to Jack in the Box and one of which is leased to AmRest, LLC for the operation of an Applebee’s restaurant.

The Jack Frost Mountain Ski Area’s properties were leased under a direct financing lease to JFBB Ski Areas, Inc., an affiliate of Peak Resorts, for a 28 year period beginning December 1, 2005.  These facilities are situated on 201 acres owned by Blue Ridge.

Blue Ridge owns and leases to Jack Frost National Golf Course, Inc. an 18 hole golf facility known as Jack Frost National Golf Club, which is located on 203 acres near White Haven, Carbon County, Pennsylvania.  It commenced operations on April 20, 2007 and is managed by Billy Casper Golf, LLC, an unaffiliated third party operator.

Coursey Commons Shopping Center, located in East Baton Rouge Parrish, Louisiana, is owned by Coursey Commons Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge.  The center consists of 9.4 acres, which includes approximately 67,750 square feet of retail space.  As of October 31, 2010, there were 15 tenants leasing 59,810 square feet, which represents 88% of the total square footage.

Blue Ridge WNJ, LLC owns and leases to Walgreen Eastern Co., Inc., a retail store in Toms River, New Jersey.  The property consists of a free standing Walgreens store, including 2 acres of land, with approximately 14,820 square feet of leasable space.

Blue Ridge WMN, LLC owns and leases to Walgreen Co., Inc., a retail store located in White Bear Lake, Minnesota. The property consists of a free standing Walgreens store, including 2 acres of land, with approximately 14,820 square feet of leasable space.

Blue Ridge owns and leases to Jack in the Box Eastern Division, L.P., a retail store located in Anahuac, Texas. The property consists of a free standing Jack in the Box restaurant, including 1 acre of land, with approximately 4,981 square feet of leasable space.

Blue Ridge owns and leases to AmRest, LLC., a retail facility located in Fort Collins, Colorado. The property consists of a free standing Applebee’s restaurant, including 1 acre of land, with approximately 4,593 square feet of leasable space.

Blue Ridge owns 13,182 acres of land in the Pocono Mountain region of Northeast Pennsylvania.  The majority of this property is leased to various hunting clubs.  Blue Ridge owns four residential investment properties of which two are located in our resort communities.

Blue Ridge owns a sewage treatment facility that serves the resort housing at the Jack Frost Mountain Ski Area. The facility has the capacity of treating up to 400,000 gallons of wastewater per day.

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Blue Ridge also owns The Stretch, an exclusive members-only fishing club located along a two mile stretch of the Tunkhannock Creek in Blakeslee, Pennsylvania.

Blue Ridge’s corporate office building is located at the intersection of Route 940 and Mosey Wood Road in Blakeslee, Pennsylvania.

Northeast Land Company owns 93 acres of land located in the Pocono Mountains.  

Flower Fields Motel, LLC owns approximately 3 acres of vacant commercial property located along Route 611 in Tannersville, Pennsylvania.  The property was the former location of a motel and two cottage buildings which were demolished during the summer of 2008.

Big Boulder Corporation

The properties owned by Big Boulder consist of 865 acres located in the Pocono Mountains.  The properties include the Big Boulder Ski Area, a sewage treatment facility, Boulder View Tavern (formerly known as the Mountain’s Edge Restaurant) and the Big Boulder Lake Club.

Big Boulder Ski Area commenced operations in 1947, and as of December 1, 2005, the Big Boulder Ski Area was leased under a direct financing lease to JFBB Ski Areas Inc., an affiliate of Peak Resorts, for a 28 year period.  These facilities are situated on approximately 110 acres owned by Big Boulder.

A sewage treatment facility was constructed by Big Boulder to serve the resort housing within the Big Boulder Ski Area tract.  The facility has the capacity of treating 225,000 gallons of wastewater per day.  Big Boulder also constructed Boulder View Tavern (formerly known as the Mountain’s Edge Restaurant), which consists of 8,800 square feet and is located on the eastern shore of Big Boulder Lake, Kidder Township, Carbon County, Pennsylvania.  The restaurant initially commenced operations in May 1986.  Effective December 1, 2008, Management entered into a lease agreement with Boulder View Tavern, Inc. an affiliate of Peak Resorts, to lease the facility for a 5 year period with two 5-year renewal options.  The restaurant has dining capacity for 100 patrons.

Big Boulder also owns the Big Boulder Lake Mountain Club, which includes a 175 acre lake, swimming pool, tennis courts, boat docks and accompanying buildings. Effective March 30, 2007, Big Boulder entered into a lease agreement with Appletree Management Group, Inc. to operate the Lake Mountain Club for a period of 10 years.

ITEM 3.   LEGAL PROCEEDINGS

We are presently a party to certain lawsuits arising in the ordinary course of our business.  We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

ITEM 4.  REMOVED AND RESERVED

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PART II

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information regarding the market price of and dividends on our common stock is incorporated by reference to the section entitled “Stock and Dividend Information” in our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

Information regarding a comparison of the five year cumulative total shareholder return on our shares of common stock to the cumulative total return on relevant stock indexes is incorporated by reference to the section entitled “Stock Performance Graph” in our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 6. SELECTED FINANCIAL DATA

This information is incorporated by reference to the section entitled “Combined Summary of Selected Financial Data” in our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is incorporated by reference to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K). This information should be read together with our Combined Financial Statements and related footnotes (included in Exhibit 13.1 to this Annual Report on Form 10-K) and the discussion of risk factors above.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is incorporated by reference to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, supplementary data and related documents included in this Annual Report on Form 10-K are listed in Item 15(a), Part IV, of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.  CONTROLS AND PROCEDURES

a)  Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and

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Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

b)

Management’s Annual Report on Internal Control over Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting for the Companies.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

We assessed the effectiveness of our internal control over financial reporting as of October 31, 2010 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.  Based on this assessment, we concluded that our internal control over financial reporting was effective as of October 31, 2010.

It should be noted that a control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. As a result, there can be no assurance that a control system will succeed in preventing all possible instances of error and fraud.  The Companies’ disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the conclusions of our chief executive officer and chief financial officer are made at the “reasonable assurance” level.

The Companies’ independent auditors have not issued an attestation report on management’s assessment of the Companies’ internal control over financial reporting.

 (c)  Change in Internal Control over Financial Reporting.

There has not been any change in the Companies' internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) and 15d-15(e) of the Exchange Act that occurred during our most recent fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 of Form 10-K will be set forth under the caption “Directors, Executive Officers and Corporate Governance” in our definitive proxy statement to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K or an amendment to this annual report on Form 10-K/A, and is incorporated herein by reference.

The information required by this item concerning executive officers is set forth in Part I, Item 1 of this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K will be set forth under the caption “Executive Compensation” in our definitive proxy statement, to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K, or an amendment to this annual report on Form 10-K/A, and is incorporated herein by reference.

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our definitive proxy statement, to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 of Form 10-K will be set forth under the caption “Certain Relationships and Related Transactions” in our definitive proxy statement to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K or an amendment to this annual report on Form 10-K/A, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 of Form 10-K will be set forth under the caption “Principal Accounting Fees and Services” in our definitive proxy statement, to be filed within 120 days after the end of the fiscal year covered by this annual report on Form 10-K, or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) The following financial statements of ours, supplementary data and related documents are incorporated by reference to our 2010 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K):

·

Report of Independent Registered Public Accounting Firm on Combined Financial Statements, dated January 28, 2011.

·

Combined Statements of Operations for each of the years ended October 31, 2010, 2009 and 2008.

·

Combined Balance Sheets as of October 31, 2010 and 2009.

·

Combined Statements of Changes in Shareholders’ Equity for each of the years ended October 31, 2010, 2009 and 2008.

·

Combined Statements of Cash Flows for each of the years ended October 31, 2010, 2009 and 2008.

·

Notes to Combined Financial Statements.

·

Quarterly Financial Information (unaudited).

(a)(2) Financial Statement Schedules

The following is a list of financial statement schedules filed as part of this Annual Report on Form 10-K.  The report of Independent Registered Public Accounting Firm for the financial statement schedule appears on Page 24 of this Annual Report on Form 10-K.  All other schedules omitted herein are so omitted because either (1) they are not applicable, (2) the required information is shown in the financial statements or (3) conditions are present which permit their omission, as set forth in the instructions pertaining to the content of financial statements:

·

Schedules: III.  Real Estate and Accumulated Depreciation

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(b)  Exhibits, Including Those Incorporated by Reference

   The following is a list of Exhibits filed as part of this Annual Report on Form 10-K.  Where so indicated by a parenthetical, Exhibits that were previously filed are incorporated by reference.  For Exhibits incorporated by reference, the location of the Exhibit in the previous filing is also indicated in parentheses.

Exhibit Number	Description
3.1	Restated Articles of Incorporation of Blue Ridge Real Estate Company (filed February 11, 2005 as Exhibit 3.1 to Form 10-K and incorporated herein by reference)
3.2	Restated Articles of Incorporation of Big Boulder Corporation (filed February 11, 2005 as Exhibit 3.2 to Form 10-K and incorporated herein by reference)
3.3	Bylaws of Blue Ridge Real Estate Company, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.3 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
3.4	Bylaws of Big Boulder Corporation, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.4 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
4.1	Revised Specimen Unit Certificate Evidencing Shares of Registrants’ Common Stock (filed August 28, 1990 as an Exhibit to Form 10-K and incorporated herein by reference)
4.2	Security Combination Agreement between Blue Ridge Real Estate Company and Big Boulder Corporation (filed September 23, 1967 as Exhibit b-3 to Form 10 and incorporated herein by reference)
10.1	Mortgage, JP Morgan Chase Bank, Coursey Commons Shopping Center, Baton Rouge, Louisiana (filed February 11, 2005 as Exhibit 10.17 to Form 10-K and incorporated herein by reference)
10.2	Lease Agreement with Wal-Mart Real Estate Business Trust, dated May 30, 2003 (filed January 5, 2005as Exhibit 10.12 to Form S-1 (File No. 333-121855) and incorporated herein by reference)
10.3**	Form of Stock Option Agreement dated as of February 10, 2006 (filed June 19, 2006 as Exhibit 10.1 to Form 10-Q and incorporated herein by reference)
10.4	Schedule of Optionees and Material Terms of Stock Option Agreements dated as of February 10, 2006 (filed June 19, 2006 as Exhibit 10.2 to Form 10-Q and incorporated herein by reference)
10.5**	Form of Stock Option Agreement dated March 20, 2007 (filed June 14, 2007 as Exhibit 10.1 to Form 10-Q and incorporated herein by reference)
10.6	Schedule of Optionees and Material Terms of Stock Option Agreements dated March 20, 2007 (filed June 14, 2007 as Exhibit 10.2 to Form 10-Q and incorporated herein by reference)

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Exhibit Number	Description
10.7	Lease Agreement, dated as of December 1, 2005, between Big Boulder Corporation and JFBB Ski Areas, Inc. for the lease of the Big Boulder Ski Area (filed December 7, 2005 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)
10.8	Agreement, dated January 27, 2006, by and between Big Boulder Corporation and Popple Construction, Inc. for infrastructure improvements to the Boulder Lake Village residential development. (filed February 2, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)
10.9	Credit Agreement, dated March 1, 2006, between Blue Ridge Real Estate Company, Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company and Manufacturers and Traders Trust Company. (filed March 7, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)
10.10	$3,000,000 Line of Credit Grid Note, dated March 1, 2006, between Blue Ridge Real Estate Company, Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company and Manufacturers and Traders Trust Company. (filed March 7, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)
10.11	Loan Agreement, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. (filed April 25, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)
10.12	$10,000,000 Line of Credit Mortgage Note, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. (filed April 25, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)
10.13	Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed June 21, 2007 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)
10.14	$25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed June 21, 2007 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.).

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Exhibit Number	Description
10.15	Third Loan Modification Agreement, dated September 16, 2008, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed September 22, 2008 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)
10.16	Fourth Loan Modification Agreement, dated February 27, 2009, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed on March 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.17	Agreement of Sale, Phase 1, dated March 11, 2009 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 1,175 acres located in Monroe and Lackawanna Counties, Pennsylvania. (filed on March 13, 2009 as exhibit 10.1 to Form 10-Q and incorporated herein by reference.)
10.18	Agreement of Sale, Phase 2, dated March 11, 2009 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 2,797 acres located in Lackawanna, Luzerne and Monroe Counties, Pennsylvania. (filed on March 13, 2009 as exhibit 10.2 to Form 10-Q and incorporated herein by reference.)
10.19	Deed of Trust and Security Agreement, dated May 22, 2009, between Blue Ridge Real Estate Company and Kenneth D. Moore, Trustee. (filed on September 14, 2009 as exhibit 10.1 to Form 10-Q and incorporated herein by reference.)
10.20	$1,050,000 Real Estate Lien Note, dated May 22, 2009, between Blue Ridge Real Estate Company and Barbers Hill Banking Center, a branch of Anahuac National Bank. (filed on September 14, 2009 as exhibit 10.2 to Form 10-Q and incorporated herein by reference.)
10.21	First Amendment to Agreement of Sale, Phase 2, dated July 17, 2009 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 2,797 acres located in Lackawanna, Luzerne and Monroe Counties, Pennsylvania. (filed on July 20, 2009 as exhibit 10.2 to Form 8-K and incorporated herein by reference.)
10.22	Mortgage and Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.23	$4,340,000 6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.2 to Form 8-K and incorporated by reference herein.)
10.24	Note Purchase Agreement, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.3 to Form 8-K and incorporated by reference herein.)

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Exhibit Number	Description
10.25	Mortgage and Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.26	$4,038,000 6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.2 to Form 8-K and incorporated by reference herein.)
10.27	Note Purchase Agreement, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.3 to Form 8-K and incorporated by reference herein.)
10.28	Fifth Loan Modification Agreement, dated October 19, 2009, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 22, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.29	Deed of Trust and Security Agreement, dated February 25, 2010, between Blue Ridge Real Estate Company and Public Trustee of Larimer County, Colorado, Trustee (filed on March 17, 2010 as exhibit 10.1 to Form 10-Q and incorporated by reference herein.)
10.30	$670,000 Purchase Money Promissory Note, dated February 25, 2010, between Blue Ridge Real Estate Company and The Stephen A. Grove Descendants Trust (filed on March 17, 2010 as exhibit 10.2 to Form 10-Q and incorporated by reference herein.)
10.31	April 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated April 6, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on April 9, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.32	June 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated June 30, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on June 6, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)

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Exhibit Number	Description
10.33	Loan Agreement, dated July 29, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.34	$2,600,000 Term Note, dated July 29, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.2 to Form 8-K and incorporated by reference herein.)
10.35	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.3 to Form 8-K and incorporated by reference herein.)
10.36	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Big Boulder Corporation and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.4 to Form 8-K and incorporated by reference herein.)
10.37	August 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated August 23, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on August 26, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.38	September 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated September 29, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 1, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)
10.39	Sixth Loan Modification Agreement, to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated October 22, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 27, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.)

26

Exhibit Number	Description
10.40	October 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated October 22, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 27, 2010 as exhibit 10.2 to Form 8-K and incorporated by reference herein.)
13.1*	Portions of the Companies’ Fiscal 2010 Annual Report to Shareholders incorporated herein by reference
14.1	Code of Ethics (filed February 11, 2005 as Exhibit 14.1 to Form 10-K and incorporated herein by reference)
16.1	Letter dated May 22, 2009 from Parente Randolph, LLC (filed May 28, 2009 as Exhibit 16 to Form 8-K and incorporated herein by reference)
21.1*	List of all subsidiaries of the Registrants
23.1*	Consent of Kronick, Kalada, Berdy & Co. P.C.
23.2*	Consent of ParenteBeard, LLC
31.1*	Principal Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification
31.2*	Principal Financial Officer’s Rule 13a-14(a)/15d-14(a) Certification
32.1*	Principal Executive Officer’s Section 1350 Certification
32.2*	Principal Financial Officer’s Section 1350 Certification

*Filed herewith.

**Management or compensatory contract required to be filed pursuant to Item 15(b) of the requirements for Form 10-K reports.

Copies of Exhibits are available to Shareholders by contacting the Corporate Secretary, Blue Ridge Real Estate Company, Blakeslee, PA 18610. A charge of $0.25 per page to cover the Registrants’ expenses will be made.

27

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION  

By: /s/ Patrick M. Flynn

   Patrick M. Flynn  

   President and Chief Executive Officer

   Dated:  January 28, 2011

By: /s/ Eldon D. Dietterick

   Eldon D. Dietterick  

   Executive Vice-President and

   Chief Financial Officer

   Dated:  January 28, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Flynn		January 28, 2011
Michael J. Flynn	Chairman of the Board
/s/ Patrick M. Flynn		January 28, 2011
Patrick M. Flynn	President, Chief Executive
	Officer and Director
	(principal chief executive officer)
/s/ Eldon D. Dietterick		January 28, 2011
Eldon D. Dietterick	Executive Vice-President and Treasurer
	(principal chief financial and accounting officer)
/s/ Bruce Beaty		January 28, 2011
Bruce Beaty	Director
/s/ Milton Cooper		January 28, 2011
Milton Cooper	Director
/s/ Wolfgang Traber		January 28, 2011
Wolfgang Traber	Director

28

Report of Independent Registered Public Accounting Firm
on Financial Statement Schedules

To the Shareholders of

Blue Ridge Real Estate Company

and Big Boulder Corporation

We have audited the combined financial statements of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries (the “Companies”) as of October 31, 2010, and for the year ended October 31, 2010, and have issued our report thereon dated January 28, 2011; such financial statements and report are included in your October 31, 2010 Annual Report to Shareholders and are incorporated herein by reference.  Our audits also included the combined financial statement schedules of the Companies listed in Item 15.  These financial statement schedules are the responsibility of the Companies’ management.  Our responsibility is to express an opinion based on our audit.  In our opinion, such combined financial statement schedules, when considered in relation to the basic combined financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/Kronick Kalada Berdy & Co., P.C.

January 28, 2011

29

Report of Independent Registered Public Accounting Firm
on Financial Statement Schedules

To the Shareholders of

Blue Ridge Real Estate Company and

Big Boulder Corporation:

We have audited the combined financial statements of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2008 and 2007, and for each of the three years in the period ended October 31, 2008, and have issued our report thereon dated January 28, 2009; such financial statements and report are included in your October 31, 2008 Annual Report to Shareholders and are incorporated herein by reference.  Our audits also included the combined financial statement schedules of the Companies listed in Item 15.  These financial statement schedules are the responsibility of the Companies’ management.  Our responsibility is to express an opinion based on our audit.  In our opinion, such combined financial statement schedules, when considered in relation to the basic combined financial statements taken as a whole, present fairly in all material respects the info rmation set forth therein.

/s/ Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

January 28, 2009

30

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OCTOBER 31, 2010

< TD style="margin-top:0px; border-bottom:1px solid #000000" valign=bottom width=71.267>

	Initial Cost							Total Cost Net
		Buildings &	Subsequent		Building and		Accumulated	of  Accumulated		Date of
Description	Land	Improvements	to Acquisition	Land	Improvements	Total	Depreciation	Depreciation	Encumbrances	Acquisition
Land located in Northeast. PA	$3,276,233		$1,502,456	$4,778,689		$4,778,689		$4,778,689		Various
Various  improvements
Sewage Plants, wells and access      roads at Jack Frost & Big Boulder      Ski Areas		6,093,877	566,350		6,660,227	6,660,227	4,080,495	2,579,732		Various / 1982 on
Jack Frost National Golf Course	8,656,154	3,048,817	8,684	8,656,154	3,057,501	11,713,655	805,710	10,907,945		2007
Corporate Building		282,918	296,257		579,175	579,175	487,807	91,368		1982
Building Leased to Others
Asset-Shopping Center-Baton Rouge Louisiana	2,208,165	8,894,908	81,528	2,208,165	8,976,436	11,184,601	1,492,006	9,692,595	7,700,000	2004
Asset-Walgreens-Toms River New Jersey	948,181	4,877,731	483,028	948,181	5,360,759	6,308,940	590,958	5,717,982	4,038,000	2006
Asset-Walgreens-White Bear Lake-Minnesota	1,446,831	4,615,442	380,783	1,446,831	4,996,225	6,443,056	552,162	5,890,894	4,340,000	2006
Asset-Jack in the Box-Texas	395,583	1,582,331	31,966	395,583	1,614,297	2,009,879	187,602	1,822,277	1,050,000	2006
Asset – Applebees – Colorado	1,184,766	181,559	0	1,184,766	181,559	1,366,325	2,269	1,364,056	670,000	2010
Asset-Boulder View Tavern-Eastern PA		1,072,000	556,152		1,628,152	1,628,152	1,375,106	253,046		1986
Asset-Company owned rental properties-Eastern PA		1,112,062	3,135		1,115,197	1,115,197	365,689	749,508	372,000	2004 thru 2005
Asset-Leased Lake Club Program-Eastern PA		1,005,166			1,005,166	1,005,166	984,816	20,350		Various / 1980 on
Asset-Leased Rental Program -Eastern PA		188,872			188,872	188,872	188,872	0		Various / 1982 on
Total	$18,115,913	$32,955,683	$3,910,339	$19,618,369	$35,363,566	$54,981,935	$11,113,492	$43,868,442	$17,500,000

Depreciation and Amortization are provided on a straight-line half year method over the estimated useful lives of the assets as follows:

Land improvements

10 to 30 years

Corporate building

10 to 30 years

Properties leased to others

10 to 30 years

The aggregate cost for federal income tax purposes is approximately $33,350,000 at October 31, 2010.

31

The changes in total real estate assets for the years ended October 31, 2010, 2009 and 2008 are as follows:

	2010	2009	2008
Balance at beginning of period	$51,343,167	$53,254,313	$51,587,579
Additions to Land	781,766	6,623	341,726
Additions to Land Improvements	560,455	8,684	2,104,129
Additions to Leased Buildings	181,559	603,331	59,012
Additions to Corporate Building	0	0	0
Sale of Real Property	(50,557)	(2,529,784)	(1,150,849)
Transfers	2,165,545	0	312,716
Balance at end of year	$54,981,935	$51,343,167	$53,254,313

The changes in accumulated depreciation for the years ended October 31, 2010, 2009 and 2008 are as follows:

	2010	2009	2008
Balance at beginning of year	$9,966,619	$10,145,495	$9,084,808
Addition during year: reclass	0	0	0
Current year depreciation	1,146,872	1,175,717	1,181,781
Less retirements	0	(1,354,593)	(121,094)
Balance at end of year	$11,113,491	$9,966,619	$10,145,495

32

EX-13

Table of Contents

Exhibit 13.1

PORTIONS OF 2010 ANNUAL REPORT TO SHAREHOLDERS

You should read the following selected financial data together with our consolidated financial statements and the related notes appearing elsewhere in this report and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial data included in this report.

Blue Ridge Real Estate Company and Subsidiaries

and Big Boulder Corporation and Subsidiaries

COMBINED SUMMARY OF SELECTED FINANCIAL DATA

	10/31/10	10/31/09	10/31/08	10/31/07	10/31/06
Revenues from continuing operations	$5,887,230	$15,896,666	$10,158,113	$15,585,962	$13,329,620
Net (loss) income from continuing operations	($3,409,080)	$149,246	($1,285,630)	$133,609	($420,058)
Net (loss) income from continuing operations per combined share	($1.39)	$0.06	($0.52)	$0.05	($0.17)
Net (loss) income	($3,409,080)	$149,246	($1,285,630)	$186,227	$2,831,280
Net (loss) income per combined share	($1.39)	$0.06	($0.52)	$0.08	$1.17
Cash dividends per combined share	$0	$0	$0	$0	$0
Combined shares outstanding	2,450,424	2,450,424	2,450,424	2,450,424	2,443,024
Total assets	$70,257,390	$72,959,381	$79,033,616	$76,081,126	$71,814,454
Debt	$28,947,454	$26,294,719	$31,273,294	$26,465,930	$22,030,700
Shareholders' equity	$32,797,583	$35,831,330	$37,022,179	$38,586,859	$37,845,397

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FINANCIAL SECTION

Page

Quarterly Financial Information (Unaudited)

3

Stock and Dividend Information

4

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6

Combined Balance Sheets

17

Combined Statements of Operations

18

Combined Statements of Changes in Shareholders’ Equity

19

Combined Statements of Cash Flows

21

Notes to Consolidated Financial Statements

22

Reports of Independent Registered Public Accounting Firms

42

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QUARTERLY FINANCIAL INFORMATION (Unaudited):

   The results of operations for each of the quarters in Fiscal 2010 and Fiscal 2009 years are presented below.  

	1st	2nd	3rd	4th	Total
Year ended 10/31/10
Operating revenues	$1,164,508	$1,055,356	$2,232,695	$1,434,671	$5,887,230
Operating loss	(534,050)	(576,771)	(692,980)	(2,554,385)	(4,358,186)
Net loss	(499,328)	(544,719)	(635,300)	(1,729,733)	(3,409,080)
Net loss per weighted average   combined share	($0.20)	($0.22)	($0.26)	($0.71)	($1.39)

	1st	2nd	3rd	4th	Total
Year ended 10/31/09			Adjusted
Operating revenues	$3,169,070	$1,102,283	$3,407,058	$8,218,255	$15,896,666
Operating (loss) profit	(45,747)	(466,491)	(570,890)	1,885,272	802,144
Net (loss) income	(127,258)	(429,853)	(511,192)	1,217,549	149,246
Net (loss) income per weighted average   combined share	($0.05)	($0.18)	($0.21)	$0.50	$0.06

   The quarterly results of operations for Fiscal 2010 and 2009 reflect the impact of land dispositions that occur from time to time during the period and do not follow any pattern during the fiscal year.  

   During Fiscal 2009, the Companies recorded an impairment charge of $2,571,000 on the Companies’ assets with carrying costs determined to be in excess of fair value and not expected to be recoverable.  Of the total $2,571,000 impairment charge, $565,068 resulted from long-lived assets held for sale with a carrying amount of $4,007,012 being written down to the fair value of $3,441,944, and $2,005,932 resulted from land and land development costs with a carrying value of $26,627,695 being written down to the fair value of $24,621,763.  The total impairment of $2,571,000 was included in the earnings for Fiscal 2009 and the Companies determined that $2,254,500 of this impairment charge was applicable to the three month period ended July 31, 2009.

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STOCK AND DIVIDEND INFORMATION

   Market Price of Common Stock

   Our common stock is quoted on the OTC Bulletin Board under the symbol “BLRGZ.”  There has been a limited and sporadic trading market for our common stock.  Our management does not believe such limited activity constitutes an established public trading market.  As of January 28, 2011, we had 358 holders of record of our common stock.

   The following table sets forth the high asked and low bid price quotations as reported on the monthly statistical reports of the National Association of Securities Dealers, Inc. for each quarter of Fiscal 2010 and 2009. No dividends were paid on common stock in either period.

Fiscal Year 2010	HIGH	LOW
	ASKED	BID
First Quarter	11.00	8.25
Second Quarter	10.03	8.00
Third Quarter	9.00	7.35
Fourth Quarter	8.25	5.99

Fiscal Year 2009	HIGH	LOW
	ASKED	BID
First Quarter	12.70	6.09
Second Quarter	7.00	5.50
Third Quarter	8.50	7.00
Fourth Quarter	9.00	7.25

   The reported quotations represent prices between dealers, do not reflect retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions.

   Dividend Policy

   We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations and expand our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, and other factors the board of directors deems relevant.

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STOCK PERFORMANCE GRAPH

The following graph compares the percentage change in the cumulative total shareholder return on our common stock during the Companies’ five fiscal years ended October 31, 2010 to the cumulative total return of the NASDAQ Composite Index and the PHLX Housing Sector (HGX) Index during such period.  

Our management has determined that it is appropriate to compare the Companies’ cumulative total shareholder return with the cumulative total return of the PHLX Housing Sector (HGX) Index, which is an index composed of 20 smaller companies whose primary lines of business are directly associated with the U.S. housing construction market.

The comparison assumes that $100 was invested at the beginning of such period in the Companies’ shares of common stock, in the NASDAQ Composite Index and in the PHLX Housing Sector (HGX) Index and assumes the reinvestment of any dividends.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Since the early 1980s, we have developed five residential communities in close proximity to our Jack Frost Mountain and Big Boulder Ski Area resorts.  Our resorts are located in the Pocono Mountains of Pennsylvania, an area which offers year-round regional tourist appeal and a quiet, relaxing vacation environment.

We own 14,141 acres of land in Northeastern Pennsylvania along with 15 acres of land in various other states.  Of these land holdings, we have designated 3,433 acres as held for development.  It is expected that all of our planned developments will be subdivided and sold as parcels of land, while others will be developed into single and multi-family housing.

The real estate industry is cyclical and is subject to numerous economic factors including general business conditions, changes in interest rates, inflation and oversupply of properties.  Any sustained period of weakness or weakening business or economic condition in the markets in which we intend to do business or in related markets, such as those we have experienced, will impact the demand for the type of properties we intend to develop.

Due to the sustained weakness of the housing market nationwide, the Companies continue to monitor the progress of residential home sales within the Northeast region.  Although we are continuing construction of Phase I and II of the Laurelwoods II Community of single family and multi-family homes and a condominium project known as Boulder Lake Village, no new residential development projects will be started until the market stabilizes.

For Fiscal 2011, we intend to continue selective sales of land, some of which may be treated as Section 1031 tax deferred exchanges under the Internal Revenue Code.

We are also taking various steps to attract new home and land sale customers.  For example, purchasers who want to purchase newly constructed single family homes in our Laurelwoods II community development and can make a down payment of at least 20%, have the option of financing their mortgage through Big Boulder Corporation with interest only payments for five years.  We are also offering prepaid dues for a one year membership with the Lake Mountain Club and complimentary passes to the Jack Frost National Golf Course to the purchasers of the existing Laurelwoods II single family and duplex townhomes.  We are also offering to pay six months of homeowner’s association fees on behalf of any current homeowner in the Blue Heron, Midlake Condominium, Laurelwoods Community and Snow Ridge Village developments that provide a purchaser referral which results in the sale of an existing Laurelwoods I I single family home.  We are also offering financing opportunities for the purchase of selected tracts of land.

We also generate revenue through the selective timbering of our land.  We rely on the advice of our forester, who is engaged on a consulting basis and who receives a commission on each stumpage contract, for the timing and selection of certain parcels for timbering.  Our forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  Our forester has completed an inventory of our timber resources to aid us in considering valuations before entering into future timber agreements.

The Jack Frost National Golf Course opened in the spring of 2007.  The golf course is managed by Billy Casper Golf, LLC, a nationally-recognized golf course management company.

As a result of the Companies’ focus on real estate activities, we present our balance sheet in an unclassified presentation using the alternate format in order to reflect our assets and liabilities in order of their importance.

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Recent Developments

On October 22, 2010, the Companies (the “Borrowers”) entered into a Sixth Loan Modification Agreement and Allonge with Manufacturers and Traders Trust (the “Bank”) to extend the Amended and Restated Construction and Site Development Line of Credit Mortgage Note until September 30, 2012. Under the terms of the Sixth Modified Loan Agreement, the Bank and the Borrowers agreed to decrease the Borrowers’ available line of credit by an aggregate of $8,900,000, to a maximum principal amount of $9,000,000.  As a result, the Construction Sub Loan decreased from $7,900,000 to $4,400,000, the Site Development Sub Loan decreased from $6,000,000 to $4,600,000 and the Sewer and Water Sub-Loan in the amount of $4,000,000 was relinquished due to non-utilization.

We are currently offering for sale homes in our Laurelwoods II community and our Boulder Lake Village Condominium development overlooking Big Boulder Ski Resort located in Lake Harmony, Pennsylvania. In Phase I of the Laurelwoods II community, we have completed construction on 22 single family homes, all of which have been sold.  We have received municipal approval for the construction of 44 duplex and 22 single units in Phase II of our Laurelwoods II community, and we have completed the construction of eight of the duplex units.  Four of these completed units have been sold and the four other units are in inventory.  We have also received municipal approval for the construction of 144 condominium units in our Boulder Lake Village Condominium development.  Boulder Lake Village “Building J” is comprised of 18 condominium units, and we have completed construction on 14 of these uni ts.  Three of these completed units have been sold, one unit has been decorated as a model, one unit accommodates a sales office and nine are held in inventory.  The remaining four condominium units are expected to be completed during Fiscal 2011.  Our management has made the decision not to begin construction on any additional planned homes or units until the housing market recovers.

Critical Accounting Policies and Significant Judgments and Estimates

We have identified the most critical accounting policies upon which our financial status depends.  The critical policies and estimates were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.  The most critical accounting policies identified relate to deferred tax assets and liabilities, net investment in direct financing leases, the valuation of land development costs and long-lived assets, and revenue recognition.

Revenues are derived from a wide variety of sources, including sales of real estate, management of investment properties, home construction, property management services, golf activities, timbering and leasing activities.  Revenues are recognized as services are performed, except as noted below.

Timbering revenues from stumpage contracts are recognized at the time a stumpage contract is signed.  At the time a stumpage contract is signed, the risk of ownership is passed to the buyer at a fixed, determinable cost.  There is no transfer of title in connection with these contracts.  Reasonable assurance of collectibility is determined by the date of signing, and at that time, the obligations of the Companies’ are satisfied.  Therefore, full accrual recognition at the time of contract execution is appropriate.

We recognize income on the disposition of real estate using the full accrual method.  The full accrual method is appropriate at closing when the sales contract has been signed, the buyer has arranged permanent financing and the risks and rewards associated with ownership have been transferred to the buyer.  In the few instances that the Companies finance the sale, more than 20% down payment is required from the buyers.  The remaining financed purchase price is not subject to subordination.  Down payments of less than 20% are accounted for as deposits.

The costs of developing land for resale as resort homes and the costs of constructing certain related amenities are allocated to the specific parcels to which the costs relate. Such costs, as well as the costs of construction of the resort homes, are charged to operations as sales occur. Land held for resale and resort homes under construction are stated at lower of cost or market.

We recognize revenue and costs on custom home construction using the percentage of completion method of accounting when construction is beyond the preliminary stage, the buyer is committed and may only require a refund in

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the event of non-delivery, if the sales proceeds are collectible and if the aggregate sales proceeds and the total cost of the project can be reasonably estimated.  Total estimated revenues and construction costs are reviewed periodically, and any change is applied prospectively.

Management’s estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets and the net investment in direct financing leases, like-kind exchanges of assets, net operating losses, stock options and accruals.  Valuation allowances are established, when necessary to reduce tax assets to the amount expected to be realized.

We have capitalized as the net investment in direct financing leases, the portion of the leased premises pertaining to Jack Frost Mountain and Big Boulder Ski Areas, which met the criteria for accounting for these transactions as direct financing leases.  The accounting was based on estimates and assumptions about the fair values and estimated useful lives of the leased properties, as well as, the collectibility of lease payments and recoverability of the unguaranteed residual value of the leased properties.  We will periodically review the net investment in direct financing leases for events or changes in circumstances that may impact collectibility, and recoverability of the unguaranteed residual value of leased properties.

We capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Revenue is recognized upon signing of the closing documents.  At closing, a binding contract is in effect, the buyer has arranged for permanent financing and the Companies are assured of payment in full.  Also at the time of closing, the risks and rewards associated with ownership have been transferred to the buyer.  Selling expenses are recorded when incurred.

Long-lived assets, namely properties, are recorded at cost. Depreciation and amortization is provided principally using the straight-line method over the estimated useful life of the asset. Upon sale or retirement of the asset, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities. Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

We review long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  In that event, we calculate the expected future net cash flows to be generated by the asset.  If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income.  The impairment loss is the difference between the carrying value and the fair value of the asset.  The impairment loss is recognized in the period incurred.

Deferred income consists of dues, rents and deposits on land or home sales. Rents that are not yet earned are related to our commercial properties that have been paid in advance, and dues are related to memberships in our hunting and fishing clubs and golf course memberships paid in advance. We recognize revenue related to the hunting and fishing clubs and golf course memberships over the one-year period that the dues cover.  We recognize revenue related to the fishing club over a five month period, from May through September, and the golf course over a seven month period, April through October.  Deposits are required on land and home sales.

Effective July 15, 2010, the Companies’ sponsored defined benefit pension plan was amended such that future benefit accruals ceased effective August 31, 2010.  Financial information about the defined benefit pension plan can be found in Note 7 of our Combined Financial Statements.  The accounting for pension benefits is determined by specialized accounting and actuarial methods using numerous estimates, including discount rates, expected long-term investment returns on plan assets,

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employee turnover, mortality and retirement ages, and future salary increases.  Changes in these key assumptions can have a significant effect on the pension plan’s impact on the Companies’ financial statements.  We engage the services of an independent actuary and investment consultant to assist us in determining these assumptions and in the calculation of pension income.  The plan is currently underfunded and accordingly the Companies have made contributions of $402,126 and $362,058 in Fiscal 2010 and Fiscal 2009, respectively.  The Companies expect to contribute $703,450 to the pension plan in Fiscal 2011.  The Companies also have in place a 401K pension plan available to all full time employees.  Effective August 1, 2010, the Companies match 50% of employee salary deferral contributions up to 3% of their pay for each payroll period.

The Companies recognize as compensation expense an amount equal to the grant date fair value of the stock options issued over the required service period.  Compensation cost was measured using the modified prospective approach.

The fair value of each option award is estimated at the date of grant using a Black-Scholes option pricing model.  Expected volatilities are based upon historical volatilities of the Companies’ stock.  The Companies use historical data to estimate option exercises and employee terminations with the valuation model.  The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Results of Operations

FISCAL 2010 VERSUS FISCAL 2009

Net Income

   For Fiscal 2010, we reported a net loss of ($3,409,080), or ($1.39) per combined share, as compared with a net income of $149,246, or $0.06 per combined share for Fiscal 2009.

Revenues

   Combined revenue of $5,887,230 in Fiscal 2010 represents a decrease of $10,009,436, or 63%, compared to $15,896,666 for Fiscal 2009. Real Estate Management Operations/Rental Operations revenue decreased $576,208, or 15%, compared to Fiscal 2009.  Land Resource Management revenue decreased $9,433,228, or 79% compared to Fiscal 2009.

Real Estate Management/Rental Operations

   The Real Estate Management Operations/Rental Operations revenue was $3,330,217 in Fiscal 2010 as compared to $3,906,425 in Fiscal 2009, which represented in a decrease of $576,208, or 15%. This was primarily attributable to a decrease in new home construction revenue resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2010, there were no new homes under construction as compared to two new homes under construction in Fiscal 2009.

Land Resource Management

   Land Resource Management revenue was $2,557,013 in Fiscal 2010 as compared to $11,990,241 for Fiscal 2009, a decrease of $9,443,228, or 79%. This is primarily attributable to four land sales in Fiscal 2010 totaling $336,750 as compared to six land sales in Fiscal 2009 totaling $8,167,000, a decrease of $7,830,250, or 97%. In Fiscal 2009 there were two separate land sale transactions in June 2009 and August 2009 to The Conservation Fund of 2,699 acres of land for an aggregate sale price of $6,875,000. In September 2009, we also sold a commercial property in Laurens, South Carolina for the sale price of $1,275,000. In Fiscal 2010, new home sales consisted of three single family residences ($873,575) and

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one condominium in the Boulder Lake Village development ($320,000) totaling $1,193,575 as compared to Fiscal 2009 new home sales of three single family residences ($985,590), three duplex units ($1,362,596) in the Laurelwoods II community and one condominium unit in the Boulder Lake Village development ($472,000), totaling $2,820,546 for a decrease of $1,626,971, or 58%.

Operating Costs

   Real Estate Management/Rental Operations

   Operating costs associated with Real Estate Management Operations/Rental Operations for Fiscal 2010 were $2,194,711 as compared to $3,178,375 for Fiscal 2009, which represents a decrease of $983,664, or 31%. For Fiscal 2010, construction costs of $77,428 and operating expenses of $113,134 for residual work on existing residential housing units as compared to Fiscal 2009 construction costs of $615,245 and operating expenses of $360,430 on two residential housing units, a decrease of $785,112, or 80%. This was primarily attributable to a decrease in new home construction resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2010, there were no additional homes under construction as compared to two homes under construction in Fiscal 2009.  All outstanding construction contracts have been substantially completed.

   Land Resource Management

   Operating costs associated with Land Resource Management for Fiscal 2010 were $5,612,485 compared to $10,266,197 for Fiscal 2009, a decrease of $4,653,712, or 45%. This decrease is primarily the result of asset abandonments totaling $0 in Fiscal 2010 as compared to $1,686,209 for Fiscal 2009 and asset impairments in Fiscal 2010 totaling $2,376,000 as compared to $2,518,000 for Fiscal 2009. The abandonment expense is the result of various capital projects written off due to changes in the economic climate and changes in governmental regulations which management believes make the development projects economically unfeasible. The impairment expense is the result of various asset carrying values in excess of fair market value that may not be recoverable.  The fair market value is determined using numerous estimates, including discount rates, sales prices and sale dates.  Changes in these key assumptions can have a significant effect on the fair market value of these assets and thus an impact on the Companies’ financial statements.  We engaged the services of an independent specialist to assist us in determining these assumptions and the calculation of fair values.  Additionally, the decrease in land resource management operating costs in Fiscal 2010 was also impacted by the decrease in construction costs related to the single family residential units and duplex units at Laurelwoods and the Boulder Lake Village condominium. Construction costs for Fiscal 2010 were $842,313 compared to $2,014,162 for Fiscal 2009, a decrease of $1,171,849, or 58%. For Fiscal 2010, three single family residential units and one condominium unit were sold as compared to three single family residential units, three duplex units and one condominium unit sold in Fiscal 2009. Correspondingly, the operating and sales expenses also decreased $104,747, or 12%. These operating and sales expenses primarily related to closin g costs ($78,817), commissions ($79,619), advertising ($34,159), and professional fees ($22,255) and were offset by increases to interest expense ($66,123) and holding costs ($8,301). The cost of sales for land and buildings for Fiscal 2010 was $241,639 compared to $1,703,344 for Fiscal 2009, a decrease of $1,461,705, or 86%. This decrease was attributable to two land sale transactions to The Conservation Fund in June 2009 and August 2009 ($527,739) and the sale of the commercial property in Laurens, South Carolina in September 2009 ($1,175,585).

   General and Administration

   General and administration costs for Fiscal 2010 were $2,438,220, as compared with $1,639,307 for Fiscal 2009, which represents an increase of $797,913, or 49%. This increase was primarily the result of a $251,707 increase in salary expense as a result of no longer capitalizing salaries, $330,620 increase in pension expense, resulting from reduced investment returns, and an increase of $211,110 in professional fees related to regulatory reporting requirements.

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Other Income (Expense)

   Interest and other income was $340,548 in Fiscal 2010, as compared to $328,924 in Fiscal 2009, an increase of $11,624, or 4%.  This increase was the result of a loss from the disposal of an asset occurring in Fiscal 2009 as the asset was no longer available for use.

   Interest expense for Fiscal 2010 was $1,364,442 as compared to $1,064,822 for Fiscal 2009, an increase of $299,620, or 28%. This increase was primarily attributable to a $283,095 increase in interest expense associated with four commercial investment properties, of which $209,643 was a result of the refinancing in Fiscal 2009 of the debt related to two of these commercial investment properties. The previous financing for these two commercial investment properties was in short-term notes with interest only payments due until maturity. On August 28, 2009, we replaced the debt on both of these properties with long-term financing.  These increases were offset by a $11,689 reduction in interest expense relating to two completed units in the Laurelwoods II community which were sold in Fiscal 2010.

Tax Rate

   The effective tax rate for income taxes (benefit) was 37% in Fiscal 2010 as compared to (126%) in Fiscal 2009.  The rate is different than the United States Federal statutory rate of 34% primarily due to the impact of state income taxes and non-deductible expenses.

Results of Operations

FISCAL 2009 VERSUS FISCAL 2008

Net Income

   For Fiscal 2009, we reported a net income of $149,246, or $0.06 per combined share, as compared with a net loss of $1,285,630, or ($0.52) per combined share for Fiscal 2008.

Revenues

   Combined revenue of $15,896,666 represents an increase of $5,738,553, or 56%, compared to $10,158,113 for Fiscal 2008.   Real Estate Management Operations/Rental Operations revenue decreased $3,388,858, or 46%, compared to Fiscal 2008. Land Resource Management revenue increased $9,127,411, or 319%.

Real Estate Management/Rental Operations

   The Real Estate Management Operations/Rental Operations had revenue of $3,906,425 in Fiscal 2009 as compared to $7,295,283 in Fiscal 2008, which represented in a decrease of $3,388,858, or 46%. This was primarily attributable to a decrease in new home construction revenue resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2009, there were two new homes under construction as compared to eight new homes under construction in Fiscal 2008.   

Land Resource Management

   In Fiscal 2009, Land Resource Management had revenue of $11,990,241 compared to $2,862,830 for Fiscal 2008, an increase of $9,127,411, or 319%. This is primarily attributable to two separate land sale transactions in June 2009 and August 2009 to The Conservation Fund of 2,699 acres of land in total for an aggregate sale price of $6,875,000. In September 2009, we also sold a commercial property in Laurens, South Carolina for $1,275,000. During Fiscal 2009, revenue from new homes sales included the sale of three single family residences ($985,590), three duplex units ($1,362,596) in Laurelwoods II community and one condominium unit in the Boulder Lake Village development ($472,000) These seven home sales totaled $2,820,546 as compared to two home sales in the Laurelwoods II community

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in Fiscal 2008 which totaled $703,788, for an increase of $2,116,758, or 301%. Jack Frost National Golf Course’s green and cart fees for Fiscal 2009 increased by $121,468, or 27%, due to increased golf rounds played. This increase was offset by a reduction in membership revenue.  Membership revenue for Fiscal 2009 was $42,761 compared to $79,095 in Fiscal 2008, a decrease of $35,335, or 45%.

Operating Costs

   Real Estate Management/Rental Operations

   Operating costs associated with Real Estate Management Operations/Rental Operations for Fiscal 2009 were $3,178,375, as compared to $6,514,022 for Fiscal 2008, which represents a decrease of $3,335,647, or 51%. For Fiscal 2009, construction costs were $615,245 and operating expenses were $360,429 on two residential housing units as compared to Fiscal 2008 construction costs of $3,175,536 and operating expenses of $918,277 on eight residential housing units, resulting in a decrease of $3,171,139, or 77%. This was primarily attributable to a decrease in new home construction resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2009, there were two homes under construction as compared to eight homes under construction in Fiscal 2008. As of October 31, 2009, all outstanding construction contracts have been substantially completed.

   Land Resource Management

   Operating costs associated with Land Resource Management for Fiscal 2009 were $8,904,621 compared to $1,812,854 for Fiscal 2008, an increase of $7,091,767, or 391%. This increase is primarily the result of asset abandonments totaling $1,686,209 in Fiscal 2009 as compared to $0 for Fiscal 2008 and asset impairments in Fiscal 2009 totaling $2,571,000 as compared to $0 for Fiscal 2008. The abandonment expense is the result of various capital projects being written off due to changes in the economic climate and changes in governmental regulations which management believes make the development projects economically unfeasible. The impairment expense is the result of various asset carrying values in excess of fair market value that may not be recoverable.  The fair market value is determined using numerous estimates, including discount rates, sales prices and sale dates.  Changes in these key assumptions can have a significant effect on the fair market value of these assets and thus an impact on the Companies’ financial statements.  We engaged the services of an independent specialist to assist us in determining these assumptions and the calculation of fair values.  Additionally, the increase in land resource management costs was due to increased construction costs related to the single family residential units and duplex units at Laurelwoods and the Boulder Lake Village condominium. Construction costs for Fiscal 2009 were $2,014,162 compared to $513,162 for Fiscal 2008, an increase of $1,501,000, or 293%. For Fiscal 2009, three single family residential units, three duplex units and one condominium unit were sold as compared to two single family residential units sold in Fiscal 2008. Correspondingly, the operating and sales expenses also increased $395,669, or 84%. These were primarily related to closing costs ($96,259), commissions ($104,538), salaries ($68,501), professional fees ($60,210), interest expense ($32,497) and holding costs ($32,634). The cost of sales for land and buildings for Fiscal 2009 was $1,703,344 compared to $559,495 for Fiscal 2008, an increase of $1,143,849, or 33%. This was attributable to two land sale transactions to The Conservation Fund in June 2009 and August 2009 ($527,739) and the sale of the commercial property in Laurens, South Carolina in September 2009 ($1,175,585). Operating costs associated with the Jack Frost National Golf Course for Fiscal 2009 were $1,361,576 compared to $1,727,795 for Fiscal 2008, which represents a decrease of $366,219, or 21%. These decreases were primarily related to a decrease in salaries and wages ($134,866), repairs and maintenance ($80,329), advertising ($45,594), and supplies and services ($42,764). During Fiscal 2008, the Jack Frost National Golf Course also experienced significant water run off damage and had areas that were still considered to be in a grown-in phase.

   General and Administration

   General and administration costs for Fiscal 2009 were $1,639,307, as compared with $1,241,027 for Fiscal 2008, which represents an increase of $398,280, or 32%. This is primarily the result of increased salary expense ($110,819) due to a reduction in capitalized salaries, increased pension expense ($117,986), the result of reduced investment returns and the discontinuance of the corporate service fee in Fiscal 2009 that previously reclassed certain general and administrative costs to the various operating divisions of the company ($161,988).

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Other Income (Expense)

   Interest and other income was $328,924 in Fiscal 2009, as compared to $320,215 in Fiscal 2008, an increase of $8,709, or 3%.  This increase is primarily attributable to interest income from the financing of the Jack Frost sewage treatment plant expansion for the Jack Frost Mountain ski area.

   Interest expense for Fiscal 2009 was $1,064,822, as compared to $1,004,449 for Fiscal 2008, an increase of $60,373, or 6%. This was attributable to increased interest expense on two commercial investment properties ($53,552), the debt relating to which was refinanced in Fiscal 2009. The previous financing for these two commercial investment properties was in short-term notes with interest only payments due until maturity.  On August 28, 2009, we replaced the debt on both of these properties with long-term financing.  Interest expense relating to the Jack Frost sewage treatment plant expansion increased $30,703. These increases were offset by a reduction of interest expense on completed, unsold, units in the Laurelwoods II community ($18,710), as six units were sold in Fiscal 2009.

Tax Rate

   The effective tax rate for income taxes (benefit) was (126%) in Fiscal 2009 as compared to 31% in Fiscal 2008.  The rate is different than would be expected due primarily to the effect of state income taxes. The 31% rate in Fiscal 2008 is lower than what would be expected based on statutory rates due primarily to not recognizing a benefit for the state tax loss.

Liquidity and Capital Resources:

   The Combined Statement of Cash Flows reflects net cash used in operating activities of $847,826 for Fiscal 2010, net cash provided by operating activities of $5,535,364 for Fiscal 2009 and net cash used in operating activities of $4,379,345 for Fiscal 2008.  The increase in net cash used in operating activities for Fiscal 2010 was primarily attributable to a reduction in land sales as compared to Fiscal 2009.  

   Material non-recurring cash items during the past three years include the sale of 2,699 acres of land, to The Conservation Fund for $6,875,000 in Fiscal 2009 and the sale of 46.7 acres in Kidder Township for $466,880 in Fiscal 2008.

   On February 25, 2010, the Companies entered into a Deed of Trust and Security Agreement and Purchase Money Promissory Note (the “Grove Note”) with The Stephen A. Grove Descendants Trust in the amount of $670,000, which encumbers certain real property owned by Blue Ridge located in Fort Collins, Colorado.  This property is currently leased to AmRest, LLC d/b/a Applebee’s. The Grove Note has a term of five years and requires monthly payments in the amount of $3,908.33 beginning March 1, 2010 and ending February 28, 2015, at which time the remaining principal balance and all interest accrued shall become due and payable. The interest rate is fixed at 7.00%.  

   On July 29, 2010 the Companies entered into a Loan Agreement (the “Loan”) and Term Note (“the Note”) with Manufacturers and Traders Trust Company (the “Bank”) in the amount of $2,600,000.  The principal amount of the Loan is to be paid in full on July 29, 2011.  Interest is due and payable on a monthly basis and accrues at a variable rate equal to the greater of (a) 3.50 percentage points above one-month LIBOR or (b) 5.25%.  The Loan is secured by (a) open-end mortgages (the “Mortgages”), granted by the Companies, on all of the Borrowers’ right, title and interest in and to the land and improvements at Jack Frost Mountain Ski Area and Big Boulder Ski Area, both of which are located in Kidder Township, Carbon County, Pennsylvania; (b) a first priority perfected security interest in all non-real estate assets of each of the Borrowers; and (c) the unlim ited and unconditional guaranty and suretyship of Kimco Realty Corporation, the Companies’ majority shareholder.  The Companies were also required to place $500,000 in the existing interest reserve account as security for the payment of interest.  The proceeds of the Loan will be used to complete construction of certain residential units and for other working capital purposes.

  On May 22, 2009, the Companies entered into a Deed of Trust and Security Agreement and Real Estate Lien Note with Barbers Hill Bank, a branch of Anahuac National Bank, in the amount of $1,050,000, which encumbers certain real

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property owned by Blue Ridge located in Chambers County, Texas.  This property is currently leased to Jack in the Box Eastern Division, L.P. The loan has a term of five years and requires monthly payments in the amount of $7,255 beginning June 22, 2009 and ending May 22, 2014, at which time the remaining principal balance and all interest accrued shall become due and payable.  The proceeds of the loan are being used to fund the completion of Building J of the Boulder Lake Village condominium project and general operations.  The interest rate is fixed at 6.75%.

   On August 28, 2009, Blue Ridge, through its wholly owned subsidiary, Blue Ridge WNJ, LLC, entered into a mortgage and security agreement and a $4,038,000 Senior Secured Note with Wells Fargo Bank Northwest, N.A.  The Note is secured by the mortgage, which encumbers certain real property known as the Walgreens Store located in Dover Township, Ocean County, New Jersey.  A portion of the proceeds of the loan were used to pay off the existing note outstanding with State Farm Bank, which previously encumbered the New Jersey Walgreens property.  The loan requires monthly interest and principal payments beginning September 15, 2009 and ending August 15, 2031.  The interest rate is fixed at 6.90%.

   On August 28, 2009, Blue Ridge, through its wholly owned subsidiary, Blue Ridge WMN, LLC, entered into a mortgage and security agreement and a $4,340,000 Senior Secured Note with Wells Fargo Bank Northwest, N.A.  The Note is secured by the mortgage, which encumbers certain real property known as the Walgreens Store located in White Bear Lake, Washington County, Minnesota.  A portion of the proceeds of the loan were used to pay off the existing note outstanding with State Farm Bank which previously encumbered the Minnesota Walgreens property.  The loan requires monthly interest and principal payments beginning September 15, 2009 and ending August 15, 2031.  The interest rate is fixed at 6.90%.

   The Companies have a line of credit with Manufacturers and Traders Trust Company to fund real estate development.  The aggregate amount of this line of credit was $17,900,000 prior to October 22, 2010. On October 22, 2010, the Companies entered into a loan modification agreement which decreased the aggregate amount of the line of credit from $17,900,000 to $9,000,000.  The interest rate remained unchanged at the greater of overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, with an interest rate floor of 5.5%.  The Companies maintain the interest reserve account which was established in the third quarter of Fiscal 2009 as security for the payment of interest with the proceeds from a sale of land.  Interest is due and payable on a monthly basis and at October 31, 2010, the interest rate equaled 5.5% and the balance of the interest reserve escrow account was $508,041.  The re maining principal and any accrued interest is due and payable on September 30, 2012.  The Companies are using $4,400,000 of the $9,000,000 line of credit to fund the construction of residential development projects.  The Companies have utilized a portion of the proceeds from the sale of one Boulder Lake Village condominium unit and three Laurelwoods Longview Drive single units to pay $587,988 on this sublimit during Fiscal 2010.  At October 31, 2010, $4,405,389 was outstanding on this sub-limit.  The Companies utilized $4,600,000 of the $9,000,000 to fund site-development.  The October 22, 2010 loan modification amended the site-development sublimit from $6,000,000 to $4,600,000.  The Companies have utilized a portion of the proceeds from the sale of one Boulder Lake Village condominium unit and three Laurelwoods Longview Drive single units to pay $499,814 on this sublimit during Fiscal 2010.  At October 31, 2010, $3,390,034 was outstanding on this sub-limit. On October 22, 2010 the water and sewer sublimit of $4,000,000 was relinquished due to non-utilization.  The total principal amount outstanding under the aggregate line of credit will not exceed the lesser of (a) $9,000,000, or (b) 80% of the cost or appraised value of the units.  The loan agreement requires, among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies have not met the required debt service coverage ratio at October 31, 2010 and 2009 and have obtained waivers from the Bank for this covenant.

   The Companies also have a $3,100,000 line of credit with Manufacturers and Traders Trust Company for general operations.  During Fiscal 2010 and 2009, we borrowed against the $3,100,000 line of credit in varying amounts with maximum total outstanding amounts of $2,893,306 and $3,096,730 during Fiscal 2010 and Fiscal 2009, respectively.  At October 31, 2010, $1,427,386 was outstanding on the $3,100,000 line at a 5.5% interest rate.  

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   For Fiscal 2010, the acquisition of the Applebee’s restaurant, located in Fort Collins, Colorado was our most significant capital expenditure.  The acquisition was a replacement property for a tax deferred like-kind exchange of the Wal-Mart property located in Laurens, South Carolina in accordance with Internal Revenue Code section 1031.

Contractual Obligations:	Total	Less than 1 year	1-3 years	4-5 years	More than 5 years
Lines of Credit	$9,222,809	$9,222,809	$0	$0	$0
Long-Term Debt	19,669,986	3,091,041	8,540,251	1,167,705	6,870,989
Capital Leases	54,659	54,659	0	0	0
Purchase Obligations	79,370	79,370	0	0	0
Pension Contribution Obligations	703,450	703,450	0	0	0
Total Contractual Cash Obligations	$29,730,274	$13,151,329	$8,540,251	$1,167,705	$6,870,989

   Purchase obligations total $3,083,061 and consist of material contracts with multiple contractors all relating to real estate development.  Payments and adjustments made through October 31, 2010 total $3,003,691.

   We currently anticipate that the funds needed for future operations and to implement our land development strategy will be satisfied through operating cash, borrowed funds, public offerings or private placements of debt or equity and reinvested profits from completed and sold units or lots. We expect that with respect to land development, future construction will be conducted in phases, with the profits from each phase used to fund additional future construction. Construction is being implemented in phases as to reduce market risk associated with changing economic conditions.

Quantitative and Qualitative Disclosures About Market Risk

   Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness.  At October 31, 2010, our variable rate indebtedness represented 41% of our total debt outstanding.  Our average interest rate is based on our various credit facilities and our market risk exposure fluctuates based on changes in underlying interest rates.  We do not believe that the interest rate risk associated with our variable rate debt could have a material impact on the combined financial statements.  Our fixed and variable debt as of October 31, 2010 is detailed as follows:

Long-term debt:	Total	Less than 1 year	1-3 years	4-5 years	More than 5 years
Fixed rate	$16,967,946	$389,001	$8,540,251	$1,167,705	$6,870,989
Average interest rate		6.38%	5.82%	6.99%	6.90%
Variable rate	11,979,508	11,979,508	0	0	0
Average interest rate		5.42%
	$28,947,454	$12,368,509	$8,540,251	$1,167,705	$6,870,989

   Exposure to market risk may also exist in our mortgages receivable issued in connection with land sales.  Mortgages receivable are considered fully collectible by management and accordingly, no allowance for loan losses is considered necessary.

New Accounting Pronouncements:

     In September 2006, the Financial Accounting Standards Board “FASB” issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” as codified in FASB Accounting Standards Codification “ASC” 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 provides guidance for using fair value to measure assets and liabilities. ASC 820 also responds to investors’ requests for expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The Companies adopted ASC 820 with respect to financial instruments effective for its fiscal year beginning November 1, 2008. In February 2008, the FASB issued FASB Staff Position (“FSP”) FA S 157-2 (“FSP 157-2”) (codified in ASC 820) which delays the effective date of ASC 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP 157-2 applies to, but is not limited to, long-lived assets (asset groups) measured at fair value for an impairment assessment (i.e., inventory impairment assessments). FSP 157-2 defers the effective date for

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non-financial assets and non-financial liabilities of ASC 820 for the Companies to November 1, 2009. The Companies’ adoption of ASC 820 related to non-financial assets and non-financial liabilities did not have a material impact on the Companies’ combined financial statements.

     In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-5, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value,” (“ASU 2009-5”), which amends ASC 820 to provide additional guidance to clarify the measurement of liabilities at fair value in the absence of observable market information. ASU 2009-5 was effective for the Companies beginning November 1, 2009. The adoption of ASU 2009-5 did not have a material impact on the Companies’ combined financial statements.

     In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (“Topic 820”): Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires some new disclosures and clarifies some existing disclosure requirements regarding fair value measurement as set forth in Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10 to now require that (1) a reporting entity disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements, and (3) a reporting entity should provid e disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU No. 2010-06 did not have a material impact on the Companies’ combined financial statements.

     In December 2008, the FASB issued FSP SFAS No. 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets.” The disclosure requirements of this FSP are included in ASC Topic 715 — “Compensation-Retirement Benefit” (“Topic 715”) as pending transition guidance that require the disclosure of more information about investment allocation decisions, major categories of plan assets, including concentrations of risk and fair value measurements, and the fair value techniques and inputs used to measure plan assets. The disclosures about plan assets required by Topic 715 must be provided for fiscal years ending after December 15, 2009. The adoption of Topic 715 did not have a material impact on the Companies’ combined financial statements.

     In December 2009, the FASB issued ASU No. 2009-16, “Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which is an amendment of ASC 860, “Transfers and Servicing.”  ASU 2009-16 requires more information about the transfers of financial assets.  More specifically, ASU 2009-16 eliminates the concept of a “qualified special purpose entity”, changes the requirements for derecognizing financial assets, and enhances the information reported to users of financial statements.  ASU 2009-16 is effective for fiscal years beginning on or after November 15, 2009. ASU 2009-16 will be effective for the Companies’ financial statements for fiscal years beginning November 1, 2010. Based on the Companies’ evaluation of ASU 2009-16, the adoption of this statement on November 1, 2010 will not have a material impac t on the Companies’ combined financial statements.

     In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new standard will require a number of new disclosures, including additional disclosures about the reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvem ent. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009. Based on the Companies’ evaluation of ASU 2009-17, the adoption of this statement on November 1, 2010 will not have a material impact on the Companies’ combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS

October 31, 2010 and 2009

ASSETS	10/31/10	10/31/09
Land and land development costs (3,433 and 5,174        respectively, acres per land ledger)	$21,410,737	$24,621,763
Land improvements, buildings and equipment, net	25,401,708	25,936,464
Land held for investment, principally unimproved (10,412 and       8,737, respectively, acres per land ledger)	8,486,017	7,774,879
Land held for recreation (311 acres per land ledger)	37,706	37,706
Long-lived assets held for sale	3,943,479	3,441,944
Net investment in direct financing leases	8,298,793	8,310,073
Cash and cash equivalents	389,962	161,772
Cash held in escrow	605,159	1,041,677
Prepaid expenses and other assets	1,273,842	1,281,775
Accounts receivable and mortgages receivable	409,987	351,328
	$70,257,390	$72,959,381

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Debt	$28,947,454	$26,294,719
Accounts payable	646,961	641,504
Accrued liabilities	385,606	591,265
Deferred income	794,244	723,608
Amounts due to related parties	7,292	7,292
Deferred income taxes	3,964,378	5,677,000
Accrued pension expense	2,713,872	3,192,663
Total liabilities	37,459,807	37,128,051
COMBINED SHAREHOLDERS' EQUITY:
Capital stock, without par value, stated value $.30 per
combined share, Blue Ridge and Big Boulder each
authorized 3,000,000 shares, each issued 2,732,442	819,731	819,731
Capital in excess of stated value	19,829,475	19,823,586
Earnings retained in the business	15,937,224	19,346,304
Accumulated other comprehensive loss	(1,703,440)	(2,072,884)
	34,882,990	37,916,737
Less cost of 282,018 shares of capital stock in treasury	2,085,407	2,085,407
Total shareholders' equity	32,797,583	35,831,330
	$70,257,390	$72,959,381

The accompanying notes are an integral part of the combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

for the years ended October 31, 2010, 2009 and 2008

	10/31/10	10/31/09	10/31/08
Revenues:
Real estate management	$1,081,270	$1,552,798	$4,860,549
Land resource management	2,557,013	11,990,241	2,862,830
Rental income	2,248,947	2,353,627	2,434,734
	5,887,230	15,896,666	10,158,113
Costs and expenses:
Real estate management	1,131,626	1,994,154	5,147,034
Land resource management	5,612,485	10,266,197	3,540,649
Rental income	1,063,085	1,184,221	1,366,988
General and administration	2,438,220	1,639,307	1,241,027
Loss on sale of assets	0	10,643	54,811
	10,245,416	15,094,522	11,350,509
Operating (loss) profit	(4,358,186)	802,144	(1,192,396)
Other income (expense)
Interest and other income	340,548	328,924	320,215
Interest expense  (net of capitalized interest of            $312,944 in 2010, $499,637 in 2009, and            $561,591 in 2008)	(1,364,442)	(1,064,822)	(1,004,449)
	(1,023,894)	(735,898)	(684,234)
(Loss) income from operations before income taxes	(5,382,080)	66,246	(1,876,630)
(Credit) provision for income taxes:
Current	(3,000)	47,000	8,000
Deferred	(1,970,000)	(130,000)	(599,000)
	(1,973,000)	(83,000)	(591,000)
Net (loss) income	($3,409,080)	$149,246	($1,285,630)
Basic (loss) earnings per weighted average combined share	($1.39)	$0.06	($0.52)
Diluted (loss) earnings per weighted average combined share	($1.39)	$0.06	($0.52)

The accompanying notes are an integral part of the combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
for the years ended October 31, 2010, 2009 and 2008

					Accumulated
			Capital in	Earnings	Other	Capital
	Capital Stock (a)		Excess of	Retained in	Comprehensive	Stock in
	Shares	Amount	Stated Value	the Business	Loss	Treasury (b)	Total
Balances, October 31, 2007	2,732,442	$819,731	$19,659,430	$20,482,688	($289,583)	($2,085,407)	$38,586,859
Comprehensive loss:
Net loss				(1,285,630)			(1,285,630)
Other comprehensive loss:
Additional minimum    pension liability    adjustment, net of deferred    tax expense of $276,000					(404,884)		(404,884)
Total comprehensive loss							(1,690,514)
Compensation recognized
under employee stock plan			125,834				125,834
Balances, October 31, 2008	2,732,442	$819,731	$19,785,264	$19,197,058	($694,467)	($2,085,407)	$37,022,179
Comprehensive income:
Net income				149,246			149,246
Other comprehensive loss:
Defined benefit pension
Deferred actuarial loss,      net					(1,380,283)		(1,380,283)
Prior service costs, net					163		163
Unrecognized transition       cost, net					1,703		1,703
Total defined benefit       pension, net of deferred       tax expense of $943,000							(1,378,417)
Total comprehensive loss							(1,229,171)
Compensation recognized under employee stock plan			38,322				38,322
Balances, October 31, 2009	2,732,442	$819,731	$19,823,586	$19,346,304	($2,072,884)	($2,085,407)	$35,831,330

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
for the years ended October 31, 2010, 2009 and 2008 (cont’d)

					Accumulated
			Capital in	Earnings	Other	Capital
	Capital Stock (a)		Excess of	Retained in	Comprehensive	Stock in
	Shares	Amount	Stated Value	the Business	Loss	Treasury (b)	Total
Balances, October 31, 2009	2,732,442	$819,731	$19,823,586	$19,346,304	($2,072,884)	($2,085,407)	$35,831,330
Comprehensive loss:
Net loss				(3,409,080)			(3,409,080)
Other comprehensive income:
Defined benefit pension
Deferred actuarial gain, net					362,652		362,652
Prior service costs, net					688		688
Unrecognized transition      cost, net					6,104		6,104
Total defined benefit      pension, net of deferred     tax expense of $257,000							369,444
							(3,039,636)
Total comprehensive loss
Compensation recognized under employee stock plan			5,889				5,889
Balances, October 31, 2010	2,732,442	$819,731	$19,829,475	$15,937,224	($1,703,440)	($2,085,407)	$32,797,583

(a) Capital stock, at stated value of $.30 per combined share

(b) 282,018 shares held in treasury, at cost at October 31, 2010, 2009, and 2008

The accompanying notes are an integral part of the combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

for the years ended October 31, 2010, 2009 and 2008

	10/31/10	10/31/09	10/31/08
Cash Flows (Used In) Provided By Operating Activities:
Net (loss) income	($3,409,080)	$149,246	($1,285,630)
Adjustments to reconcile net (loss) income to net cash       (used in) provided by operating activities:
Depreciation	1,341,774	1,391,153	1,408,313
Impairment	2,376,000	2,571,000	0
Abandonment	0	1,686,209	0
Net book value of properties sold	0	1,164,551	483,121
Deferred income taxes	(1,970,000)	(130,000)	(599,000)
Loss on sale of assets	0	10,643	54,811
Compensation cost under employee stock plans	5,889	38,322	125,834
Changes in operating assets and liabilities:
Cash held in escrow	436,518	(809,618)	(219,979)
Accounts receivable and mortgages receivable	(58,659)	180,839	312,236
Prepaid expenses and other current assets	7,933	(160,104)	215,065
Land and land development costs	(570,414)	(1,822,464)	(1,561,756)
Long-lived assets held for sale	973,748	2,110,418	(3,216,283)
Accounts payable and accrued liabilities	(52,171)	(701,779)	(179,329)
Deferred income	70,636	(143,052)	83,252
Net cash (used in) provided by operating activities	(847,826)	5,535,364	(4,379,345)
Cash Flows (Used In) Provided By Investing Activities:
Proceeds from disposition of assets	0	0	81,725
Additions to properties	(1,542,999)	(75,973)	(491,481)
Payments received under direct financing lease arrangements	11,280	14,185	17,121
Net cash used in investing activities	(1,531,719)	(61,788)	(392,635)
Cash Flows Provided By (Used In) Financing Activities:
Proceeds from debt	7,928,262	16,644,742	14,925,839
Payment of debt	(5,275,527)	(21,623,317)	(10,118,478)
Deferred financing costs	(45,000)	(558,312)	0
Net cash provided by (used in) financing activities	2,607,735	(5,536,887)	4,807,361
Net increase (decrease) in cash and cash equivalents	228,190	(63,311)	35,381
Cash and cash equivalents, beginning	161,772	225,083	189,702
Cash and cash equivalents, ending	$389,962	$161,772	$225,083
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$1,677,388	$1,576,723	$1,585,222
Income taxes	$209,727	$140,014	$21,758
Supplemental disclosure of non-cash investing activities:
Reclassification of golf course assets from land development     costs to land held for recreation and land improvements,     buildings and equipment	$0	$0	$400,969
Reclassification of assets from land and land development costs      to land improvements, buildings and equipment, net	$460,966	$215,971	$0
Reclassification of assets from land held for investment to land      and land development costs	$127,808	$0	$0
Reclassification of assets from land and land development costs     to long-lived assets held for sale	$1,475,283	$0	$0

Liability for accrued minimum pension expense and accumulated other comprehensive loss was increased (decreased) by ($369,444) and $369,444 in 2010 and by $1,378,417 and ($1,378,417) in 2009 resulting from the changes in the funded status, the prior service cost and the net actuarial loss.

The accompanying notes are an integral part of the combined financial statements.

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NOTES TO COMBINED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Combination:

   The accompanying combined financial statements include the accounts of Blue Ridge Real Estate Company (“Blue Ridge”) and its wholly-owned subsidiaries (Northeast Land Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc., Blue Ridge Acquisition Company, BRRE Holdings, Inc., Coursey Commons Shopping Center, LLC, Coursey Creek, LLC, Cobble Creek, LLC, Flower Fields Motel, LLC, Blue Ridge WMN, LLC and Blue Ridge WNJ, LLC) and Big Boulder Corporation (“Big Boulder”) and its wholly-owned subsidiaries (Lake Mountain Company and BBC Holdings, Inc.) (collectively, the “Companies”).  Under a Security Combination Agreement between Blue Ridge and Big Boulder and under the by-laws of both Companies, shares of the Companies are combined in unit certificates, each certificate representing concurrent owners hip of the same number of shares of each company; shares of each company may be transferred only together with an equal number of shares of the other company. All significant intercompany accounts and transactions are eliminated.

Revenue Recognition:

   Revenues are derived from a wide variety of sources, including sales of real estate, management of investment properties, home construction, property management services, golf activities, timbering and leasing activities. Generally, revenues are recognized as services are performed, except as noted below.

Land and Resort Homes:

   The Companies recognize income on the disposition of real estate using the full accrual method.  The full accrual method is appropriate at closing when the sales contract has been signed, the buyer has arranged permanent financing and the risks and rewards associated with ownership have been transferred to the buyer.  In the few instances that the Companies finance the sale, more than 20% down payment is required.  The remaining financed purchase price is not subject to subordination. Down payments of less than 20% are accounted for as deposits.

   The costs of developing land for resale as resort homes and the costs of constructing certain related amenities are allocated to the specific parcels to which the costs relate. Such costs, as well as the costs of construction of the resort homes, are charged to operations as sales occur. Land held for resale and resort homes under construction are stated at lower of cost or market.

Custom Home Construction:

   The Companies recognize revenue and costs on custom home construction using the percentage of completion method of accounting when construction is beyond the preliminary stage, the buyer is committed to the extent of being unable to require a refund except for non-delivery, the sales proceeds are collectible and the aggregate sales proceeds and the total cost of the project can be reasonably estimated.  Total estimated revenues and construction costs are reviewed periodically, and the effects of revisions are reflected in the combined financial statements in the period in which the revisions are determined.

Timbering Revenues:

   Timbering revenues from stumpage contracts are recognized at the time a stumpage contract is signed, at which time the risk of ownership has been passed to the buyer at a fixed, determinable cost.  Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies have already been met.  Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.

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Land and Land Development Costs:

   The Companies capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Revenue is recognized upon signing closing documents.   At closing a binding contract is in effect, the buyer has arranged for permanent financing and the Companies are assured of payment in full.  Also at this time, the risks and rewards associated with ownership have been transferred to the buyer.  Selling expenses are recorded when incurred.  In Fiscal 2010, the Jack Frost National Golf Course was reclassif ied from land held for recreation to land held for development.  The reclassification was based on management’s current determination to market the golf course and the planned residential development surrounding the golf course together as a parcel to a national developer.

Land Improvements, Buildings, Equipment and Depreciation:

   Land improvements, buildings and equipment are stated at cost. Depreciation, including amortization of equipment under capital lease is provided principally using the straight-line method over the estimated useful lives as set forth below:

Land improvements

 10-30 years

Buildings and improvements

   3-40 years

Equipment and furnishings

   3-20 years

   Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

   Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are charged to expense as incurred. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities.

   Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

Land Held for Investment:

   Land held for investment is stated at cost and is principally unimproved.  Portions of this land are leased on an annual basis primarily to hunting and sportsman clubs.  Real estate taxes and insurance are expensed as incurred.  

Land Held for Recreation:

   Land held for recreation is stated at cost and relates to the two ski areas.  The ski areas are leased to a third party operator.  Real estate taxes and insurance are the responsibility of the operator.

Long-Lived Assets Held for Sale:

   Long-lived assets held for sale primarily relate to housing units constructed in real estate developments projects.  The Companies classify assets as a long-lived asset held for sale upon the completion of construction.  The carrying value of the assets held for sale are stated at the lower of carrying value or fair market value less costs to sell.  Real estate taxes, insurance, utilities and any related interest are expensed upon completion of construction.

Investment in Direct Financing Leases:

   The Companies’ have capitalized as the net investment in direct financing leases, the portion of the leased premises pertaining to Jack Frost Mountain and Big Boulder ski areas, which meets the criteria for accounting for these lease transactions as direct financing leases.  The accounting was based on estimates and assumptions about the fair values and estimated useful lives of the leased properties, as well as the collectibility of lease payments and recoverability of the

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unguaranteed residual value of the leased properties.  Management periodically reviews the net investment in direct financing leases for events or changes in circumstances that may impact collectibility, and recoverability of the unguaranteed residual value of leased properties.

Accounts and Mortgages Receivable:

   Accounts receivable are reported at net realizable value.  Accounts or a portion there of are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts.  An allowance for doubtful accounts, if deemed necessary, is estimated based upon a review of individual accounts.  The allowance amount was $1,192 at October 31, 2010 and $0 at October 31, 2009.

   The Companies account for mortgages receivable on a cost basis.  Interest income is recorded on a monthly basis.  Late payment fees are charged on overdue payments.  Mortgages receivable are evaluated at origination and monitored on an ongoing basis for credit worthiness.  Mortgages receivable are considered fully collectible by management and accordingly no allowance for losses is considered necessary.  Any mortgage 90 days past due is reviewed by management for collectibility.  Mortgages receivable were $175,687 and $201,986 at October 31, 2010 and 2009, respectively.

Impairment:

   The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, which is primarily due to the state of the industry and the economy.  In that event, the Companies calculate the expected future net cash flows to be generated by the asset.  If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating (loss) profit.  The impairment loss is the difference between the carrying value and the fair value of the asset.  The impairment loss is recognized in the period incurred.

Deferred Income:

   Deferred income includes dues, rents and deposits on land or home sales. Rents that are not yet earned relate to the Companies’ commercial properties that have been paid in advance, and dues are related to memberships in the Companies’ hunting and fishing clubs and golf club memberships paid in advance. The Companies recognize revenue related to the hunting and fishing clubs and golf course memberships over the period that the dues cover.  The Companies’ recognize revenue related to the fishing club over a five month period, May through September, and the golf course over a seven month period, April through October.  Deposits are required on land and home sales.

   Also included in deferred income is a reimbursement from the Pennsylvania Department of Transportation for the cost of a sewer line.  Income will be recognized over the depreciation period.  This sewer line has not yet been placed in service.

Comprehensive Income:

   The Companies’ comprehensive income (loss) differs from net income due to changes in the funded status of the Companies’ defined benefit pension plan (see Note 8).  The Companies have elected to disclose comprehensive income and loss in its Combined Statements of Changes in Shareholders’ Equity.

Income Taxes:

   The Companies account for income taxes utilizing the asset and liability method of recognizing the tax consequence of transactions that have been recognized for financial reporting or income tax purposes.  Among other things, this method requires current recognition of the effect of changes in statutory tax rates on previously provided deferred taxes.  For federal income tax purposes, Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries each file as consolidated entities. State income taxes are reported on a separate company basis. Valuation allowances are established, when necessary to reduce tax assets to the amount expected to be realized.

   The Companies changed their policies for Accounting for Uncertainty in Income Taxes as of the quarter ended January 31, 2008. This change clarified the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, by defining a criterion that an individual tax position must meet for any part of the position to be recognized in

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an enterprise’s financial statements. The interpretation requires a review of all tax positions and applies a “more-likely-than-not” recognition threshold. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon the ultimate settlement with the taxing authority that has full knowledge of all relevant information. As of November 1, 2007, there has been no impact on the Companies’ combined financial statements, nor was there any subsequent impact.

Advertising Costs:

   Advertising costs are primarily related to real estate development and golf course operation.  Advertising costs are expensed when incurred and the advertising expense for Fiscal 2010, Fiscal 2009 and Fiscal 2008 was $43,441, $87,733, and $312,758, respectively.

Use of Estimates and Assumptions:

   The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the combined financial statements in the period in which the revisions are determined.

Statement of Cash Flows:

   For purposes of reporting cash flows, the Companies consider cash equivalents to be all highly liquid investments with maturities of three months or less when acquired.

Concentration of Credit Risk:

   Financial instruments which potentially subject the Companies to concentration of credit risk consist principally of temporary cash investments. The Companies’ temporary cash investments are held by financial institutions. The Companies have not experienced any losses related to these investments.  At October 31, 2010, the Companies had cash in excess of the FDIC limits in the amount of $319,389.

Earnings Per Share:

   Basic earnings per share is calculated based on the weighted-average number of shares outstanding.  Diluted earnings per share includes the dilutive effect of stock options, if applicable.

Business Segments:

   The Companies currently operate in two business segments, which consist of the Real Estate Management/Rental Operations and Land Resource Management segments.  The Companies previously operated in three business segments, the third being Summer Recreation Operations.  Effective April 30, 2010, results of operations for the golf course were reclassified to the Land Resource Management segment from the Summer Recreation Operations segment.  The Summer Recreation Operations segment no longer exists as a result of the reclassification.  Financial information about our segments can be found in Note 15.

Stock Compensation:

   The Companies recognize as compensation expense an amount equal to the grant date fair value of the stock options issued over the required service period.  Compensation cost is measured using the modified prospective approach.

   The fair value of each option award is estimated at the date of grant using a Black-Scholes option pricing model.  Expected volatilities are based upon historical volatilities of the Companies’ stock.  The Companies use historical data to estimate option exercises and employee terminations with the valuation model.  The expected term of options granted is

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derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Reclassification:

     Effective as of April 30, 2010, results of operations for the golf course were reclassified to the Land Resource Management segment from the Summer Recreation Operations segment.  The reclassification was based on management’s current determination to market the golf course and the planned residential development surrounding the golf course together as a parcel to a national developer.  The Summer Recreation Operations segment no longer exists as a result of the reclassification.  This was also reflected for balance sheet purposes, as the golf course cost basis was transferred from land held for recreation to land held for development.

   Certain amounts in the Fiscal 2009 and Fiscal 2008 combined financial statements have been reclassified to conform to the Fiscal 2010 presentation.

New Accounting Pronouncements:

     In September 2006, the Financial Accounting Standards Board “FASB” issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” as codified in FASB Accounting Standards Codification “ASC” 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 provides guidance for using fair value to measure assets and liabilities. ASC 820 also responds to investors’ requests for expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The Companies adopted ASC 820 with respect to financial instruments effective for its fiscal year beginning November 1, 2008. In February 2008, the FASB issued FASB Staff Position (“FSP”) FA S 157-2 (“FSP 157-2”) (codified in ASC 820) which delays the effective date of ASC 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP 157-2 applies to, but is not limited to, long-lived assets (asset groups) measured at fair value for an impairment assessment (i.e., inventory impairment assessments). FSP 157-2 defers the effective date for non-financial assets and non-financial liabilities of ASC 820 for the Companies to November 1, 2009. The Companies’ adoption of ASC 820 related to non-financial assets and non-financial liabilities did not have a material impact on the Companies’ combined financial statements.

     In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-5, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value,” (“ASU 2009-5”), which amends ASC 820 to provide additional guidance to clarify the measurement of liabilities at fair value in the absence of observable market information. ASU 2009-5 was effective for the Companies beginning November 1, 2009. The adoption of ASU 2009-5 did not have a material impact on the Companies’ combined financial statements.

     In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (“Topic 820”): Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires some new disclosures and clarifies some existing disclosure requirements regarding fair value measurement as set forth in Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10 to now require that (1) a reporting entity disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements, and (3) a reporting entity should provid e disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU No. 2010-06 did not have a material impact on the Companies’ combined financial statements.

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     In December 2008, the FASB issued FSP SFAS No. 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets.” The disclosure requirements of this FSP are included in ASC Topic 715 — “Compensation-Retirement Benefit” (“Topic 715”) as pending transition guidance that require the disclosure of more information about investment allocation decisions, major categories of plan assets, including concentrations of risk and fair value measurements, and the fair value techniques and inputs used to measure plan assets. The disclosures about plan assets required by Topic 715 must be provided for fiscal years ending after December 15, 2009. The adoption of Topic 715 did not have a material impact on the Companies’ combined financial statements.

     In December 2009, the FASB issued ASU No. 2009-16, “Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which is an amendment of ASC 860, “Transfers and Servicing.”  ASU 2009-16 requires more information about the transfers of financial assets.  More specifically, ASU 2009-16 eliminates the concept of a “qualified special purpose entity”, changes the requirements for derecognizing financial assets, and enhances the information reported to users of financial statements.  ASU 2009-16 is effective for fiscal years beginning on or after November 15, 2009. ASU 2009-16 will be effective for the Companies’ financial statements for fiscal years beginning November 1, 2010. Based on the Companies’ evaluation of ASU 2009-16, the adoption of this statement on November 1, 2010 will not have a material impac t on the Companies’ combined financial statements.

     In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new standard will require a number of new disclosures, including additional disclosures about the reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvem ent. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009. Based on the Companies’ evaluation of ASU 2009-17, the adoption of this statement on November 1, 2010 will not have a material impact on the Companies’ combined financial statements.

2.  CONDENSED FINANCIAL INFORMATION:

   Condensed financial information of Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries, at October 31, 2010, 2009 and 2008 and for each of the years then ended is as follows:

	Blue Ridge and Subsidiaries
	10/31/10	10/31/09	10/31/08
FINANCIAL POSITION:
Total assets	$54,244,597	$56,121,655	$57,999,742
Total liabilities	33,548,251	32,643,664	34,928,144
Shareholders' equity	20,696,349	23,477,988	23,071,597
OPERATIONS:
Revenues	4,193,744	12,593,315	8,931,306
(Loss) income from operations and before taxes	(5,022,971)	2,715,485	(1,717,393)
(Credit) provision for income taxes	(1,866,000)	969,000	(554,000)
Net (loss) income	($3,156,971)	$1,746,485	($1,163,393)

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	Big Boulder and Subsidiaries
	10/31/10	10/31/09	10/31/08
FINANCIAL POSITION:
Total assets	$16,012,793	$16,837,726	$21,033,874
Total liabilities	3,911,556	4,484,387	7,083,293
Shareholders' equity	12,101,234	12,353,342	13,950,582
OPERATIONS:
Revenues	1,693,486	3,303,351	1,226,807
Loss from operations and before taxes	(359,109)	(2,649,239)	(159,237)
(Credit) provision for income taxes	(107,000)	(1,052,000)	(37,000)
Net (loss)	($252,109)	($1,597,239)	($122,237)

3.  LAND AND LAND DEVELOPMENT COSTS:

   Land and land development costs as of October 31, 2010 and 2009 consist of the following:

	10/31/2010	10/31/2009
Land unimproved designated for development	$11,094,647	$9,118,560
Residential development	4,006,189	6,668,267
Infrastructure development	6,309,901	8,834,936
	$21,410,737	$24,621,763

   The increase in land unimproved designated for development ($1,976,087) was due to the reclassification of recoverable costs (survey fees, engineering fees, regulatory permits and applications) from improvement in progress.  The decrease in residential development was primarily due to a reduction in construction costs associated with the Boulder Lake Village condominium project ($1,861,290) located on Big Boulder Lake.  The carrying value of the residential development assets reflects an impairment expense of $1,973,000 and $2,571,000 in Fiscal 2010 and Fiscal 2009, respectively, and also includes completed units that were re-classified as long-lived assets held for sale ($2,568,466).  Infrastructure development decreased from Fiscal 2009 to Fiscal 2010 as these projects progressed to the residential development phase.

4.  ABANDONMENT OF LAND DEVELOPMENT COSTS:

   In Fiscal 2009, two capital projects previously under development were abandoned as the Companies determined that these investments in the projects were not expected to be recoverable due to environmental regulation changes. The major expenditures abandoned included permits, surveys, architectural and legal fees and capitalized costs including labor, interest and property taxes.  

The following is a summary of the planned residential developments (PRD) that were abandoned:

	Total Investment at  10/31/09	Abandonment	Net Investment After  Abandonment
Jack Frost Mountain PRD	$1,753,115	$1,528,083	$225,032
Big Boulder Slopeside PRD	158,126	158,126	0
Totals	$1,911,241	$1,686,209	$225,032

5.  LAND:

	10/31/2010	10/31/2009
Land held for investment
Land – Unimproved	$2,302,492	$2,776,120
Land – Commercial rental properties	6,183,525	4,998,759
	$8,486,017	$7,774,879
Land held for recreation
Land – Ski areas	$37,706	$37,706

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6.  DEBT:

Debt as of October 31, 2010 and 2009 consists of the following:

	10/31/10	10/31/09
Mortgage notes payable to bank, interest fixed at 6.90% payable in monthly installments of $61,769 including interest through Fiscal 2031.	$8,180,380	$8,350,731
Mortgage notes payable to bank, interest at the bank’s prime rate (3.25% at October 31, 2010) payable in monthly installments of $3,198 through January 2011.	156,698	195,074
Mortgage note payable to bank, interest fixed at 5.59% payable in monthly installments of $44,156 including interest through October 2014.	7,035,263	7,162,461
Mortgage note payable to bank, interest fixed at 6.75% payable in monthly installments of $7,255 including interest through May 2014.	1,027,645	1,043,378
Construction and site development line of credit mortgage note payable to bank, interest at the greater of LIBOR plus 3.5% or 5.5% (5.5% at October 31, 2010) payable in installments due at the closing of each unit within the developmentthrough September 2012 or on demand.	7,795,423	8,883,224
Revolving line of credit payable to bank, interest at the greater of LIBOR plus 3.5% or 5.5% (5.5% at October 31, 2010) payable on demand.	1,427,386	549,143
Capital lease obligation payable to bank, interest fixed at 6.48%, payable in 48 monthly installments of $5,131 including interest through October 2011.	54,659	110,708
Promissory note payable to a descendants trust, interest fixed at 7%, interest only payments of $3,908 due monthly through February 2015, at which time principal balance is due.	670,000	0
Term note payable to bank, interest at the greater of LIBOR plus 3.5%or 5.25% (5.25% at October 31, 2010).  Interest only payments due monthly through July 2011 at which time principal balance is due in full.	2,600,000	0
	$28,947,454	$26,294,719

   The Companies have two lines of credit with Manufacturers and Traders Trust Company (the “Bank”) totaling $12,100,000 at October 31, 2010.  The lines are as follows:  a $9,000,000 line of credit mortgage note with sub-limits for construction and site development and a $3,100,000 revolving line of credit for general operations.

   During Fiscal 2010, the site-development sublimit decreased from $6,000,000 to $4,600,000.  The $7,900,000 construction sub-limit decreased to $4,400,000.  The water and sewer sublimit of $4,000,000 was relinquished due to non-utilization.  In July 2010 an additional $500,000 was deposited in the interest reserve account included in cash held in escrow which was established in 2009 as security for the payment of interest on the mortgage note.  The balance on the interest reserve account is $508,041 at October 31, 2010.  At October 31, 2010, the Companies had utilized $7,795,423 of this line which bears interest at the greater of overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, in all cases at a minimum interest rate of 5.5% (such interest rate was 5.5% at October 31, 2010).

   At October 31, 2010 Blue Ridge had utilized $1,427,386 of the general line of credit, aggregating $3,100,000 which is an on demand line with no expiration date. The general line of credit bears interest at the greater of the overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, with in all cases a minimum interest rate of 5.5% (such interest rate was 5.5% at October 31, 2010).  

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   The weighted average interest rate for the year ended October 31, 2010 was 5.42%.  The loan agreement requires, among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies have not met the required debt service coverage ratio at October 31, 2010 and 2009 and have obtained waivers from the Bank for this covenant.

  The site development sub-limit agreement enables the Companies to issue letters of credit in amounts up to $4,600,000.  During the fiscal year ended October 31, 2005, or Fiscal 2005, the Bank agreed to issue, on the Companies’ behalf, an irrevocable standby Letter of Credit to Kidder Township for the purpose of guaranteeing, as required by Kidder Township, completion of the infrastructure improvements to the Boulder Lake Village premises.  On September 12, 2005, the letter of credit was issued in the amount of $3,831,594.  As of October 31, 2010, the Companies have utilized $2,628,657 of the site development sub-limit and the net balance of the letter of credit was $1,202,937.  The amount available on the site development sub-limit as of October 31, 2010 was $7,029.

   On February 25, 2010, the Companies entered into a purchase money promissory note with The Stephen A. Grove Descendants Trust in the amount of $670,000.  The promissory note encumbers certain real property located in Fort Collins, Colorado.  The property is currently leased to AmRest, LLC which operates an Applebee’s restaurant.  The note has a maturity date of February 28, 2015 and bears interest at a fixed rate of 7%.  

   On July 29, 2010, the Companies entered into a Loan Agreement and Term Note with the Bank totaling $2,600,000.  The agreement encumbers certain real property at Jack Frost Mountain Ski Area and Big Boulder Ski Area and all non-real estate assets of the Companies and is secured by the guaranty of Kimco Realty Corporation, the Companies’ majority shareholder.  The note has a maturity date of July 29, 2011 and bears interest at the greater of one-month LIBOR plus 3.5% or 5.25% (such interest rate was 5.25% at October 31, 2010).

   The Companies have a capital lease agreement with the Bank for a modular Pro Shop at Jack Frost National Golf Course.  The capital lease is payable in 48 monthly installments of $5,131 and bears interest at a fixed rate of 6.48%.  The capital lease will be paid in full in October 2011.

   All properties have been pledged as collateral for debt.

 The aggregate amount of long-term debt maturing in each of the five years and thereafter ending subsequent to
October 31, 2010, is as follows: 2011 - $12,368,509; 2012 - $355,286; 2013 - $379,838;
2014  -  $7,805,127;   2015  -  $910,295;  thereafter $7,128,399.

7.  INCOME TAXES:

   The credit for income taxes from operations is as follows:

	10/31/10	10/31/09	10/31/08
Currently payable:
Federal	($5,000)	$44,000	($8,000)
State	2,000	3,000	16,000
	(3,000)	47,000	8,000
Deferred:
Federal	(1,785,000)	30,000	(635,000)
State	(185,000)	(160,000)	36,000
	(1,970,000)	(130,000)	(599,000)
Total	($1,973,000)	($83,000)	($591,000)

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   A reconciliation between the amount computed using the statutory federal income tax rate of 34% and the actual credit for income taxes is as follows:

	10/31/10	10/31/09	10/31/08
Computed at statutory rate	($1,829,000)	$23,000	($638,000)
State income taxes, net of federal income tax	(121,000)	(102,000)	34,000
Nondeductible expenses	(24,000)	0	1,000
Other	1,000	(4,000)	12,000
(Credit) provision for income taxes from operations	($1,973,000)	($83,000)	($591,000)

   The components of the deferred tax assets and liabilities as of October 31, 2010 and 2009 are as follows:

	10/31/10	10/31/09
Deferred tax assets:
Accrued expenses	$27,000	$39,000
Deferred income	162,000	162,000
Defined benefit pension	1,164,000	1,421,000
Asset impairment	1,951,000	1,044,000
AMT credit carryforward	364,000	368,000
Net operating losses	4,680,000	2,836,000
Valuation allowance	(2,451,000)	(1,830,000)
Contribution carryforward	29,000	0
Stock options	165,000	162,000
Deferred tax asset	6,091,000	4,202,000
Deferred tax liability:
Depreciation	9,222,000	9,045,000
Land basis	834,000	834,000
	10,056,000	9,879,000
Deferred income tax liability, net	$3,965,000	$5,677,000

   At October 31, 2010, the Companies have approximately $364,000 of Alternative Minimum Tax (AMT) credit carryforward available to reduce future income taxes.  The AMT credit has no expiration date.

   At October 31, 2010, the Companies have available approximately $6,557,000 of federal net operating losses which will expire from 2023 to 2030. The Companies also have state net operating loss carryforwards of approximately $24,531,000 that will expire from 2018 to 2030.  The Companies have recorded a valuation allowance against state net operating losses, which are not expected to be utilized.

   The Companies recognize interest and/or penalties related to income tax matters in income tax expense.

   At October 31, 2010, the Companies have unsettled federal tax returns for Fiscal 2007, 2008 and 2009 and unsettled state tax returns for Fiscal 2007, 2008 and 2009 for the states of Louisiana, Minnesota, New Jersey, Pennsylvania, South Carolina, Texas and Virginia.

8.  PENSION BENEFITS:

   Effective July 15, 2010 the Companies’ sponsored defined benefit pension plan was amended such that future benefit accruals ceased effective as of August 31, 2010.  Benefits under the plan were based on average compensation and years

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of service.  The Companies’ funding policy is to contribute annually at least the minimum amounts required under the Employee Retirement Income Security Act of 1974.

Weighted Average Assumptions	10/31/10	10/31/09	10/31/08
Discount Rates used to determine net periodic pension cost as of October 31, 2010, 2009 and 2008	5.67%	8.25%	6.25%
Expected long-term rates of return on assets	7.50%	7.50%	8.50%
Rates of increase in compensation levels	N/A	4.00%	4.00%

Change in Benefit Obligation	10/31/10	10/31/09
Benefit obligation at beginning of year	$7,392,287	$4,480,046
Service cost (net of expenses)	186,427	133,037
Interest cost	415,441	352,191
Curtailment	(164,981)	0
Actuarial loss	19,173	2,690,080
Benefits paid	(265,283)	(263,067)
Benefit obligation at end of year	$7,583,064	$7,392,287

Change in Plan Assets	10/31/10	10/31/09
Fair value of plan assets at beginning of year	$4,199,624	$3,529,885
Actual return on plan assets	598,148	670,918
Employer contributions	402,126	362,058
Benefits paid	(265,283)	(263,067)
Administrative expenses	(65,423)	(100,170)
Fair value of plan assets at end of year	$4,869,192	$4,199,624

Reconciliation of Funded Status of the Plan	10/31/10	10/31/09
Funded status at end of year	($2,713,872)	($3,192,663)
Unrecognized transition obligation	0	10,276
Unrecognized net prior service cost	0	1,159
Unrecognized net actuarial loss	2,867,261	3,489,625
Net amount recognized at end of year	$153,389	$308,397

Amounts Recognized in the Combined Balance Sheet	10/31/10	10/31/09
Accrued pension expense	($2,713,872)	($3,192,663)
Accumulated other comprehensive loss (pre-tax)	2,867,261	3,501,060
Net amount recognized	$153,389	$308,397

Additional Year-End Information for Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets	10/31/10	10/31/09
Projected benefit obligation	$7,583,064	$7,392,287
Accumulated benefit obligation	$7,583,064	$6,866,465
Fair value of plan assets	$4,869,192	$4,199,624

Amounts Recognized in Accumulated Other Comprehensive Loss	10/31/10	10/31/09
Net actuarial loss	$2,867,261	$3,489,625
Prior service cost	0	1,159
Unrecognized net initial obligation	0	10,276
Total (before tax effects)	$2,867,261	$3,501,060

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Components of Net Periodic Benefit Cost	10/31/10	10/31/09	10/31/08
Service cost	$186,427	$133,037	$180,371
Interest cost	415,441	352,191	330,580
Expected return on plan assets	(316,795)	(265,883)	(393,920)
Amortization of transition obligation	2,868	2,868	2,868
Amortization of prior service cost	274	274	274
Amortization of accumulated loss	268,919	60,656	15,488
Total net periodic benefit expense	$557,134	$283,143	$135,661

Other changes in plan assets and benefit obligations recognized in other comprehensive loss	10/31/10	10/31/09
Net loss (gain)	($262,180)	$2,285,045
Recognized net actuarial gain (loss)	(268,919)	(60,656)
Prior service cost (credit)	0	0
Recognized prior service (cost) credit	(274)	(274)
Recognized net transition (obligation) asset	(2,868)	(2,868)
Total recognized in other comprehensive loss  (before tax effects)	($534,241)	$2,221,247
Total recognized in net periodic benefit cost and   other comprehensive income (before tax effects)	$22,893	$2,504,390

Amounts expected to be recognized into net periodic cost in the coming year	10/31/10	10/31/09
Loss recognition	$201,428	$258,253
Prior service cost recognition	$0	$274
Net initial obligation/(asset) recognition	$0	$2,868

Estimated Future Benefits Payments	Fiscal Year	Benefits
	2011	$328,643
	2012	$331,679
	2013	$331,002
	2014	$354,288
	2015	$373,859
	2016-2020	$2,460,814

   The Companies expect to contribute $703,450 to the pension plan in fiscal 2011.

   Measurement Date   October 31

Weighted Average Assumptions	For Determination of:
	Benefit Obligations as of October 31, 2010	Benefit Obligations as of October 31, 2009
Discount rate	5.26%	5.67%
Rate of compensation increase	N/A	4.00%

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	10/31/10	10/31/09
Weighted-Average Asset Allocations
Asset Category
Equity	63.32%	59.26%
Fixed Income	36.03%	40.09%
Cash Equivalents	.65%	.65%
Total	100.00%	100.00%

   The Companies’ goal is to conservatively invest the plan assets in high-grade securities with a minimum risk of market fluctuation.  Based on the allocation of our assets between equity, fixed income and money market funds, we estimate our long term rate of return to be approximately 7.5%.

9.  LAND IMPROVEMENTS, BUILDING AND EQUIPMENT, NET:

   These assets consist of the following at October 31, 2010 and 2009.

	10/31/2010	10/31/2009
Land improvements	$10,263,581	$9,886,192
Corporate buildings	579,175	496,092
Buildings leased to others	25,066,661	24,764,549
Equipment and furnishings	2,582,270	2,537,836
	38,491,687	37,684,669
Less accumulated depreciation and amortization	13,089,979	11,748,205
	$25,401,708	$25,936,464

10.  ACCRUED LIABILITIES:

   Accrued liabilities consist of the following at October 31, 2010 and 2009.

	10/31/10	10/31/2009
Payroll	$47,112	$42,702
Security and Other Deposits	45,433	44,233
Professional Fees	26,942	54,809
Insurance Claims	0	29,721
Real Estate Taxes	78,120	78,583
Other	187,999	341,217
	$385,606	$591,265

11.  OPERATING LEASES:

   The Companies lease land, land improvements and investment properties each of which are accounted for as operating leases. Rents are reported as income over the terms of the leases as they are earned.  Our shopping center is leased to various tenants for renewable terms averaging 2.90 years with options for renewal.  Information concerning rental properties and minimum future rentals under current leases as of October 31, 2010 is as follows:

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		Properties Subject to Lease
		Cost	Accumulated Depreciation
Investment properties leased to others		$25,066,661	$5,739,479
Land and land improvements		18,644,451	4,886,205
Minimum future rentals:
Fiscal years ending October 31:	2011	$1,770,137
	2012	1,607,609
	2013	1,546,884
	2014	1,448,289
	2015	1,411,804
	Thereafter	22,900,845
		$30,685,568

   Minimum future rentals subsequent to 2015 include $1,200,500 under a land lease expiring in 2072; $3,503,313 under a net lease for a store expiring in 2024; $7,320,500 and $8,125,000 under net leases for two stores expiring in December 2035 and August 2036; $1,124,391 under a net lease for a store expiring in September 2024 and $1,583,747 under a net lease for a store expiring in 2026. There were no contingent rentals included in income for Fiscal 2010, 2009 and 2008.  The above information includes rental escalations recognized using straight-line basis.

12.  INVESTMENT IN DIRECT FINANCING LEASES:

   The Companies lease the Jack Frost and Big Boulder ski areas to a third party under direct financing leases that extend through 2034.  The leases provide for minimum payments plus scheduled increases based upon the consumer price index, not to exceed 4% in any given year.  Minimum future lease payments due under those leases are as follows:

Year ending October 31:
2011	$262,487
2012	269,049
2013	275,775
2014	282,669
2015	289,736
Thereafter	14,808,376
TOTAL	$16,188,092

   The Companies net investment in direct financing leases consists of the following as of October 31:

	2010	2009
Minimum future lease payments	$7,757,213	$8,087,450
Unguaranteed residual value of lease properties	8,430,879	8,430,879
Gross investment in lease	16,188,092	16,518,329
Unearned income	(7,889,299)	(8,208,256)
Net investment in direct financing leases	$8,298,793	$8,310,073

   Unearned interest income is amortized to income using the interest method.  The scheduled lease increase over the terms of the leases has been accounted for on a straight line basis.

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13.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

   The estimated fair values of the Companies' financial instruments at October 31, 2010 and 2009 are as follows:

	10/31/10		10/31/09
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
ASSETS:
Cash and cash equivalents	$995,121	$995,121	$1,203,449	$1,203,449
Accounts and mortgages receivable	409,987	409,987	351,328	351,328

LIABILITIES:
Accounts payable	646,961	646,961	641,504	$641,504
Accrued liabilities	385,606	385,606	591,265	591,265
Amounts due to related parties	7,292	0	7,292	0
Debt	$28,947,454	$28,529,765	$26,294,719	$24,171,310

   Fair Values were determined as follows:

   Cash and cash equivalents, accounts and mortgages receivable, accounts payable and accrued liabilities:  The carrying amounts approximate fair value because of the short-term maturity of these instruments.

   Amounts due to related parties: Estimating the fair value of these instruments is not practicable because the terms of these transactions could not be duplicated in the market.

   Debt: The fair value of debt is estimated using discounted cash flows based on current borrowing rates available to the Companies for similar types of borrowing arrangements.

   In Fiscal 2010 the land and land development costs with a carrying amount of $24,243,486 were written down to the fair value of $21,410,737 resulting in an impairment of $2,832,749 of which $1,973,000 was included in earnings for 2010.  The land held for investment with a carrying value of $8,889,017 was written down to the fair value of $8,486,017 resulting in an impairment of $403,000, which was included in earnings for 2010.  The long-lived assets held for sale with a carrying amount of $5,461,354 were written down to the fair value $3,943,479 resulting in an impairment of $1,517,875. Overall total impairment for these assets is $4,753,624.  The total impairment of $2,376,000 was included in the earnings for 2010.  The impairment was determined using level 2 criteria wherein fair value is determined using significant observable inputs, generally either quoted prices in an active market for similar assets or liabilities or quoted prices in markets that are not active.

   In Fiscal 2009, the long-lived assets held for sale with a carrying amount of $4,007,012 were written down to the fair value of $3,441,944 resulting in an impairment of $565,068.  The land and land development costs with a carrying value of $26,627,695 were written down to the fair value of $24,621,763 resulting in an impairment of $2,005,932.  The total impairment of $2,571,000 was included in the earnings for 2009.

14.  QUARTERLY FINANCIAL INFORMATION (Unaudited):

   The results of operations for each of the quarters in Fiscal 2010 and Fiscal 2009 years are presented below.  

	1st	2nd	3rd	4th	Total
Year ended 10/31/10
Operating revenues	$1,164,508	$1,055,356	$2,232,695	$1,434,671	$5,887,230
Operating loss	(534,050)	(576,771)	(692,980)	(2,554,385)	(4,358,186)
Net loss	(499,328)	(544,719)	(635,300)	(1,729,733)	(3,409,080)
Net loss per weighted average   combined share	($0.20)	($0.22)	($0.26)	($0.71)	($1.39)

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	1st	2nd	3rd	4th	Total
Year ended 10/31/09			Adjusted
Operating revenues	$3,169,070	$1,102,283	$3,407,058	$8,218,255	$15,896,666
Operating (loss) profit	(45,747)	(466,491)	(570,890)	1,885,272	802,144
Net (loss) income	(127,258)	(429,853)	(511,192)	1,217,549	149,246
Net (loss) income per weighted average   combined share	($0.05)	($0.18)	($0.21)	$0.50	$0.06

   The quarterly results of operations for Fiscal 2010 and 2009 reflect the impact of land dispositions that occur from time to time during the period and do not follow any pattern during the fiscal year.  

   During Fiscal 2009, the Companies recorded an impairment charge of $2,571,000 on the Companies’ assets with carrying costs determined to be in excess of fair value and not expected to be recoverable.  Of the total $2,571,000 impairment charge, $565,068 resulted from long-lived assets held for sale with a carrying amount of $4,007,012 being written down to the fair value of $3,441,944, and $2,005,932 resulted from land and land development costs with a carrying value of $26,627,695 being written down to the fair value of $24,621,763.  The total impairment of $2,571,000 was included in the earnings for Fiscal 2009 and the Companies determined that $2,254,500 of this impairment charge was applicable to the three month period ended July 31, 2009.  

15.  BUSINESS SEGMENT INFORMATION:

   The following information is presented in accordance with the accounting pronouncement regarding disclosures about segments of an enterprise and related information".  The Companies' business segments were determined from the Companies' internal organization and management reporting, which are based primarily on differences in services.  

   Real Estate Management/Rental Operations

   Real Estate Management/Rental Operations consists of: investment properties leased to others located in Eastern Pennsylvania, Colorado, South Carolina, New Jersey, Minnesota, Louisiana and Texas; recreational club activities; services to the trusts that operate resort residential communities; sales of investment properties; and rental of land and land improvements, which includes the leasing of our two ski areas located in the Pocono Mountains of Northeastern Pennsylvania.

   Land Resource Management

   Land Resource Management consists of: land sales; land purchases; timbering operations; the Jack Frost National Golf Course; and a real estate development division.  Timbering operations consist of selective timbering on our land holdings.  Contracts are entered into for parcels that have had the timber selectively marked.  We rely on the advice of our forester, who is engaged on a consulting basis and who receives a commission on each stumpage contract, for the timing and selection of certain parcels of land for timbering.  Our forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  The Jack Frost National Golf Course is managed by Billy Casper Golf, LLC, an unaffiliated third party.  The real estate development division is responsible for the residential land development activities which include ov erseeing the construction of single and multi-family homes and development of infrastructure.

   Funds expended to date for real estate development have been primarily for infrastructure improvements and home construction in Laurelwoods II and Boulder Lake Village communities.  Construction of four duplex homes in Laurelwoods II has been completed as well as several condominium units within Building J at Boulder Lake Village on Big Boulder Lake, an 18-unit condominium.  Other expenditures for all development projects in the planning phases include fees for architects, engineers and consultants, studies and permits.

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	10/31/10	10/31/09	10/31/08
Revenues from operations:
Real estate management/rental operations	$3,330,217	$3,906,425	$7,295,283
Land resource management	2,557,013	11,990,241	2,862,830
	$5,887,230	$15,896,666	$10,158,113
Operating profit (loss), excluding general and administrative expenses:
Real estate management/rental operations	$1,135,506	$717,407	$726,450
Land resource management	(3,055,472)	1,724,044	(677,819)
	($1,919,966)	$2,441,451	$48,631
General and administrative expenses:
Real estate management/rental operations	$1,379,223	$402,841	$891,272
Land resource management	1,058,997	1,236,466	349,755
	$2,438,220	$1,639,307	$1,241,027
Interest and other income, net:
Real estate management/rental operations	$318,987	$316,083	$298,379
Land resource management	21,561	12,841	21,836
	$340,548	$328,924	$320,215
Interest expense:
Real estate management/rental operations	$1,300,172	$974,752	$890,498
Land resource management	64,270	90,070	113,951
	$1,364,442	$1,064,822	$1,004,449
Income (loss) from operations before income taxes	($5,382,080)	$66,246	($1,876,630)

   For the fiscal years ended October 31, 2010, and 2008, no one customer represented more than 10 % of total revenues.  In fiscal year ended October 31, 2009, we had land sales to The Conservation Fund totaling revenue of $6,875,000 which was 43% of total revenue.

   Identifiable assets, net of accumulated depreciation at October 31, 2010, 2009, and 2008 and depreciation expense and capital expenditures for the years then ended by business segment are as follows:

October 31, 2010	Identifiable  Assets	Depreciation and  Amortization  Expense	Capital  Expenditures
Real estate management/rental operations	$36,748,831	$870,453	$1,462,552
Land resource management	33,186,415	381,607	73,084
Other corporate	322,144	89,714	7,363
Total	$70,257,390	$1,341,774	$1,542,999

October 31, 2009	Identifiable  Assets	Depreciation and  Amortization  Expense	Capital  Expenditures
Real estate management/rental operations	$36,448,507	$912,294	$51,220
Land resource management	36,192,161	382,325	14,086
Other corporate	318,713	96,534	10,667
Total	$72,959,381	$1,391,153	$75,973

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October 31, 2008	Identifiable  Assets	Depreciation and  Amortization  Expense	Capital  Expenditures
Real estate management/rental operations	$37,449,295	$941,367	$177,462
Land resource management	41,180,823	367,743	201,112
Other corporate	403,498	99,203	112,907
Total	$79,033,616	$1,408,313	$491,481

   All asset impairments and abandonments in Fiscal 2010 and 2009 relate to the Land Resource Management segment.

16.  CONTINGENT LIABILITIES:

   The Companies are party to various legal proceedings incidental to their business. Certain claims, suits, and complaints arising in the ordinary course of business have been filed or are possible of assertion against the Companies.  In the opinion of management, all such matters are without merit or are of such kind, or involve such amounts, which are not expected to have a material effect on the combined financial position or results of operations of the Companies.

17.  RELATED PARTY TRANSACTIONS:

   Kimco Realty Services, Inc., or Kimco, is our controlling shareholder and Kimco Realty Corporation, the parent company of Kimco, is presently providing consulting services to us.  The services are focused on land development, acquisitions and disposals.  Kimco was paid $100,000 in consulting fees, in each Fiscal 2010, 2009 and 2008.

   Kimco Realty Corporation has served as the management company for the Coursey Commons Shopping Center in Baton Rouge, Louisiana since June 2004.  A wholly owned subsidiary of Kimco Realty Corporation, KRC Property Management I, Inc., receives a fixed monthly fee of 4.5% of rental income on store leases in this shopping center.  During Fiscal 2010, 2009 and 2008, that subsidiary received $40,465, $42,747 and $46,483, respectively for management fees earned on the shopping center.  

   Michael J. Flynn, the Chairman of our board of directors, was also the President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation during Fiscal 2008.  Effective December 31, 2008, Mr. Michael Flynn retired from Kimco Realty Corporation.  Mr. Michael Flynn received an annual fee of $17,500 from Blue Ridge Real Estate Company as compensation for consulting in each of Fiscal 2010, 2009 and 2008.  In addition, Patrick M. Flynn, who serves as one of our directors and is our President and Chief Executive Officer, has been a Managing Director of Real Estate at Kimco Realty Corporation since 2001.  We paid Mr. Patrick Flynn bonuses of $100,000 in Fiscal 2010 and 2009 and $50,000 in Fiscal 2008.  Finally, Mr. Milton Cooper, who serves as one of our directors, also serves as Chief Executive Officer and Chairman of the board of directors of Kimco R ealty Corporation.

   Amounts due to the above related parties total $7,292 at October 31, 2010 and $7,292 at October 31, 2009.

18.  STOCK OPTIONS and CAPITAL STOCK:

    During Fiscal 2010, Fiscal 2009 and Fiscal 2008, no stock options were issued or exercised.

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    Option activity during Fiscal 2010, 2009 and 2008 is as follows:

	10/31/10		10/31/09		10/31/08
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding at    beginning of year:	64,600	$36.93	64,600	$36.93	64,600	$36.93
Granted	0		0		0	0
Exercised	0		0		0	0
Expired	21,600	$34.00	0		0	0
Outstanding at year-end	43,000	$38.40	64,600	$36.93	64,600	$36.93
Options exercisable   at year-end	43,000	$38.40	61,614	$36.83	52,655	$36.50
Option price range	$37.80-$39.00		$34.00-$39.00		$34.00-$39.00
Weighted average fair value   of options granted during year	0		0		0
Weighted average grant   date fair value of options   granted during year	0		0		0
Weighted average remaining   contractual life (in years)	0.88		1.4		2.4

   Activity related to non-vested options for the year ended October 31, 2010 is as follows:

	Shares	Weighted Average Grant Date  Fair Value Price
Non-vested at beginning of year:	2,986	$9.86
Granted	0
Vested	(2,986)	$9.86
Non-vested at year-end	0

   All options are vested and the Companies do not intend to issue additional options during Fiscal 2011, therefore the Companies do not expect to recognize any compensation expense related to non-vested awards over the next year.

   The Companies’ policy regarding the exercise of options requires that optionees utilize an independent broker to manage the transaction, whereby the broker sells the exercised shares on the open market.

19.  PER SHARE DATA:

   Earnings per share (“EPS”) is based on the weighted average number of common shares outstanding during the period.  Diluted EPS assumes weighted average options have been exercised to purchase shares of common stock in Fiscal 2010, 2009 and 2008, net of assumed repurchases using the treasury stock method. Certain unexercised stock options to purchase shares of the Companies’ common stock were excluded from the dilutive calculation for Fiscal 2010, 2009 and 2008 due to the exercise price of the options being greater than the market price of the Companies’ common stock.

   Weighted average basic and diluted shares, taking into consideration shares issued, weighted average options used in calculating EPS and treasury shares repurchased, for Fiscal 2010, 2009 and 2008 are as follows:

	10/31/10	10/31/09	10/31/08
Weighted average combined shares of common   stock outstanding used to compute basic    earnings per combined share	2,450,424	2,450,424	2,450,424
Additional combined common shares to be    issued assuming exercise of stock options,   net of combined shares assumed reacquired	0	0	0
Combined shares used to compute dilutive    effect  of stock option	2,450,424	2,450,424	2,450,424

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Basic (loss) earnings per weighted average combined share is computed as follows:

	10/31/10	10/31/09	10/31/08
Net (loss) income	($3,409,080)	$149,246	($1,285,630)
Weighted average combined shares of common stock outstanding	2,450,424	2,450,424	2,450,424
Basic (loss) earnings per weighted average combined share	($1.39)	$0.06	($0.52)

Diluted (loss) earnings per weighted average combined share is computed as follows:

	10/31/10	10/31/09	10/31/08
Net (loss) income	($3,409,080)	$149,246	($1,285,630)
Combined shares used to compute dilutive effect of stock option	2,450,424	2,450,424	2,450,424
Diluted (loss) earnings per weighted average combined share	($1.39)	$0.06	($0.52)

20.  SUBSEQUENT EVENTS:

The Companies have evaluated subsequent events which have occurred after October 31, 2010 through January 31, 2011.

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Report of Independent Registered Public Accounting Firm

Boards of Directors and Shareholders

Blue Ridge Real Estate Company

and Big Boulder Corporation

We have audited the accompanying combined balance sheet of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries as of October 31, 2010 and 2009, and the related combined statements of operations, changes in shareholders’ equity, and cash flows for the years ended October 31, 2010 and 2009.  These financial statements are the responsibility of the Companies’ management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Companies are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies’ internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries at October 31, 2010 and 2009, and the results of their operations and their cash flows for the years ended October 31, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Kronick Kalada Berdy & Co., P.C.

January 28, 2011

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Report of Independent Registered Public Accounting Firm

To Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation:

We have audited the accompanying combined balance sheets of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2008 and 2007, and the related combined statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2008. These financial statements are the responsibility of the Companies’ management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries as of October 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 2 to the combined financial statements, the Companies adopted the provisions of the Statement of Financial Accounting Standards No. 158 (SFAS 158), Employer’s Accounting for Defined Benefit Pension and Other Post Retirement Plans, in 2007.

Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

January 28, 2009

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EX-21

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (Nos. 333-118845 and 333-141857) of Blue Ridge Real Estate Company (“Blue Ridge”) and Big Boulder Corporation (“Big Boulder”), of our reports, dated January 28, 2011, with respect to the combined financial statements of Blue Ridge and Big Boulder and the related financial statement schedule, which reports appear in the October 31, 2010 Annual Report on Form 10-K of Blue Ridge and Big Boulder.

/s/Kronick Kalada Berdy & Co., P.C.

Kingston, Pennsylvania

January 28, 2011

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-118845 and 333-141857) of Blue Ridge Real Estate Company (“Blue Ridge”) and Big Boulder Corporation (“Big Boulder”) of our report dated January 28, 2009, with respect to the combined financial statements of Blue Ridge and Big Boulder, which appears in the October 31, 2010 Annual Report on Form 10-K of Blue Ridge and Big Boulder, for the year ended October 31, 2008.

/s/ ParenteBeard LLC

Wilkes-Barre, Pennsylvania

January 28, 2011

EX-31

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Patrick M. Flynn, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2010 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrants as of, and for, the periods presented in this report;

4. The Registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the Registrants and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrants’ internal control over financial reporting that occurred during the Registrants’ most recent fiscal quarter (the Registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal control over financial reporting; and

5. The Registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants’ auditors and the audit committee of the Registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants’ internal control over financial reporting.

Date: January 28, 2011

/s/ Patrick M. Flynn

Patrick M. Flynn

Chief Executive Officer and President

EX-31

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Eldon D. Dietterick, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2010 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrants as of, and for, the periods presented in this report;

4. The Registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the Registrants and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrants’ internal control over financial reporting that occurred during the Registrants’ most recent fiscal quarter (the Registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal control over financial reporting; and

5. The Registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants’ auditors and the audit committee of the Registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants’ internal control over financial reporting.

Date: January 28, 2011

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive Vice President and Treasurer

(Principal Financial Officer)

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

I, Patrick M. Flynn, Chief Executive Officer and President of Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Registrants”), certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)

The Registrants’ Annual report on Form 10-K for the period ended October 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

Date:  January 28, 2011

/s/ Patrick M. Flynn

Patrick M. Flynn

Chief Executive Officer and President

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

I, Eldon D. Dietterick, Executive Vice President and Treasurer of Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Registrants”), certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)

The Registrants’ Annual report on Form 10-K for the period ended October 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

Date:  January 28, 2011

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive Vice President and Treasurer

(Chief Financial Officer)